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                                                                   EXHIBIT 10.29

                  CARROLS CORPORATION RETIREMENT SAVINGS PLAN
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                               TABLE OF CONTENTS

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ARTICLE I
DEFINITIONS

ARTICLE II

ADMINISTRATION

     2.1  POWERS AND RESPONSIBILITIES OF THE EMPLOYER.................  18
     2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY.....................  19
     2.3  POWERS AND DUTIES OF THE ADMINISTRATOR......................  20
     2.4  RECORDS AND REPORTS.........................................  21
     2.5  APPOINTMENT OF ADVISERS.....................................  21
     2.6  PAYMENT OF EXPENSES.........................................  22
     2.7  CLAIMS PROCEDURE............................................  22
     2.8  CLAIMS REVIEW PROCEDURE.....................................  22

ARTICLE III

ELIGIBILITY
     3.1  CONDITIONS OF ELIGIBILITY...................................  23
     3.2  EFFECTIVE DATE OF PARTICIPATION.............................  23
     3.3  DETERMINATION OF ELIGIBILITY................................  23
     3.4  TERMINATION OF ELIGIBILITY..................................  23
     3.5  OMISSION OF ELIGIBLE EMPLOYEE...............................  24
     3.6  INCLUSION OF INELIGIBLE EMPLOYEE............................  24
     3.7  ELECTION NOT TO PARTICIPATE.................................  24

ARTICLE IV

CONTRIBUTION AND ALLOCATION
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     4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION.......................  24
     4.2  PARTICIPANT'S SALARY REDUCTION AND VOLUNTARY CONTRIBUTION ELECTION..  25
     4.3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION............................  29
     4.4  ALLOCATION OF CONTRIBUTION AND EARNINGS.............................  30
     4.5  ACTUAL DEFERRAL PERCENTAGE TESTS....................................  33
     4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................  35
     4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS................................  38
     4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS..................  41
     4.9  MAXIMUM ANNUAL ADDITIONS............................................  44
     4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...........................  48
     4.11 TRANSFERS FROM QUALIFIED PLANS......................................  49
     4.12 MANDATORY CONTRIBUTIONS.............................................  52
     4.13 VOLUNTARY CONTRIBUTIONS.............................................  53
     4.14 DIRECTED INVESTMENT ACCOUNT.........................................  54

ARTICLE V

VALUATIONS

     5.1  VALUATION OF THE TRUST FUND.........................................  56
     5.2  METHOD OF VALUATION.................................................  57

ARTICLE VI

DETERMINATION AND DISTRIBUTION OF BENEFITS

     6.1  DETERMINATION OF BENEFITS UPON RETIREMENT...........................  57
     6.2  DETERMINATION OF BENEFITS UPON DEATH................................  57
     6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY....................  59
</TABLE>
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<S>                                                                         <C>
     6.4  DETERMINATION OF BENEFITS UPON TERMINATION......................  59
     6.5  DISTRIBUTION OF BENEFITS........................................  63
     6.6  DISTRIBUTION OF BENEFITS UPON DEATH.............................  66
     6.7  TIME OF SEGREGATION OR DISTRIBUTION.............................  68
     6.8  DISTRIBUTION FOR MINOR BENEFICIARY..............................  68
     6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN..................  68
     6.10 ADVANCE DISTRIBUTION FOR HARDSHIP...............................  69
     6.11 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.................  71

ARTICLE VII

TRUSTEE

     7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE...........................  71
     7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.....................  72
     7.3  OTHER POWERS OF THE TRUSTEE.....................................  73
     7.4  LOANS TO PARTICIPANTS...........................................  76
     7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS........................  78
     7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES...................  78
     7.7  ANNUAL REPORT OF THE TRUSTEE....................................  78
     7.8  AUDIT...........................................................  79
     7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE..................  79
     7.10 TRANSFER OF INTEREST............................................  81
     7.11 DIRECT ROLLOVER.................................................  81

ARTICLE VIII

AMENDMENT, TERMINATION AND MERGERS

     8.1  AMENDMENT.......................................................  82
     8.2  TERMINATION.....................................................  83
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     8.3   MERGER OR CONSOLIDATION........................................ 83

ARTICLE IX

TOP HEAVY

     9.1   TOP HEAVY PLAN REQUIREMENTS.................................... 84
     9.2   DETERMINATION OF TOP HEAVY STATUS.............................. 84

ARTICLE X

MISCELLANEOUS

     10.1  PARTICIPANT'S RIGHTS........................................... 88
     10.2  ALIENATION..................................................... 88
     10.3  CONSTRUCTION OF PLAN........................................... 89
     10.4  GENDER AND NUMBER.............................................. 89
     10.5  LEGAL ACTION................................................... 89
     10.6  PROHIBITION AGAINST DIVERSION OF FUNDS......................... 89
     10.7  BONDING........................................................ 90
     10.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..................... 90
     10.9  INSURER'S PROTECTIVE CLAUSE.................................... 90
     10.10 RECEIPT AND RELEASE FOR PAYMENTS............................... 91
     10.11 ACTION BY THE EMPLOYER......................................... 91
     10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY............. 91
     10.13 HEADINGS....................................................... 92
     10.14 APPROVAL BY INTERNAL REVENUE SERVICE........................... 92
     10.15 UNIFORMITY..................................................... 93

ARTICLE XI
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PARTICIPATING EMPLOYERS

     11.1  ADOPTION BY OTHER EMPLOYERS..................................  93
     11.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS......................  93
     11.3  DESIGNATION OF AGENT.........................................  94
     11.4  EMPLOYEE TRANSFERS...........................................  94
     11.5  PARTICIPATING EMPLOYER CONTRIBUTION..........................  94
     11.6  AMENDMENT....................................................  94
     11.7  DISCONTINUANCE OF PARTICIPATION..............................  95
     11.8  ADMINISTRATOR'S AUTHORITY....................................  95
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                  CARROLS CORPORATION RETIREMENT SAVINGS PLAN

          THIS AGREEMENT, hereby made and entered into this 1st day of April,
1999, by and between Carrols Corporation (herein referred to as the "Employer")
and Paul R. Flanders (herein referred to as the "Trustee"). Prior to June 4,
1997, the Trustee of the Plan was Richard V. Cross.

                             W I T N E S S E T H:

          WHEREAS, the Employer heretofore established a Profit Sharing Plan and
Trust effective January 1, 1979, (hereinafter called the "Effective Date") known
as Carrols Corporation Corporate Employee Savings Plan and which plan shall
hereinafter be known as Carrols Corporation Retirement Savings Plan (herein
referred to as the "Plan") in recognition of the contribution made to its
successful operation by its employees and for the exclusive benefit of its
eligible employees; and

          WHEREAS, under the terms of the Plan, the Employer has the ability to
amend the Plan, provided the Trustee joins in such amendment if the provisions
of the Plan affecting the Trustee are amended;

          NOW, THEREFORE, effective January 1, 1997, except as otherwise
provided, the Employer and the Trustee in accordance
<PAGE>

with the provisions of the Plan pertaining to amendments thereof, hereby amend
the Plan in its entirety and restate the Plan to provide as follows:

                                   ARTICLE I
                                  DEFINITIONS

     .1   "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     .1   "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the Plan
on behalf of the Employer.

     .1   "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

                                       2
<PAGE>

     .1   "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 9.2.

     .1   "Anniversary Date" means December 31.

     .1   "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

     .1   "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     .1   "Compensation" with respect to any Participant means such
Participant's wages for the Plan Year within the meaning of Code Section 3401(a)
(for the purposes of income tax withholding at the source) but determined
without regard to any rules that limit the remuneration included in wages based
on the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

          For purposes of this Section, the determination of Compensation shall
be made by:

                                       3
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               (a)  including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

          For a Participant's initial year of participation, Compensation shall
be recognized as of such Employee's effective date of participation pursuant to
Section 3.2.

          Compensation in excess of $150,000 shall be disregarded. Such amount
shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year. For any short Plan Year the Compensation limit shall be an
amount equal to the Compensation limit for the calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12). In applying this limitation, the
family group of a Highly Compensated Participant who is subject to the Family
Member aggregation rules of Code Section 414(q)(6) because such Participant is
either a "five percent owner" of the Employer or one of the ten (10) Highly

                                       4
<PAGE>

Compensated Employees paid the greatest "415 Compensation" during the year,
shall be treated as a single Participant, except that for this purpose Family
Members shall include only the affected Participant's spouse and any lineal
descendants who have not attained age nineteen (19) before the close of the
year. If, as a result of the application of such rules the adjusted limitation
is exceeded, then the limitation shall be prorated among the affected Family
Members in proportion to each such Family Member's Compensation prior to the
application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation.

          If, as a result of such rules, the maximum "annual addition" limit of
Section 4.9(a) would be exceeded for one or more of the affected Family Members,
the prorated Compensation of all affected Family Members shall be adjusted to
avoid or reduce any excess. The prorated Compensation of any affected Family
Member whose allocation would exceed the limit shall be adjusted downward to the
level needed to provide an allocation equal to such limit. The prorated
Compensation of affected Family Members not affected by such limit shall then be
adjusted upward on a pro rata basis not to exceed each such affected Family
Member's Compensation as determined prior to application of the Family Member
rule. The resulting allocation shall not exceed such individual's maximum
"annual addition" limit. If, after these

                                       5
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adjustments, an "excess amount" still results, such "excess amount" shall be
disposed of in the manner described in Section 4.10(a) pro rata among all
affected Family Members.

          For purposes of this Section, if the Plan is a plan described in Code
Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

          If, in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of this amendment and
restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

     .1   "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     .1   "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding

                                       6
<PAGE>

any such amounts distributed as excess "annual additions" pursuant to Section
4.10(a).

     .1   "Designated Investment Alternative" means a specific investment
identified by name by a Fiduciary as an available investment under the Plan
which may be acquired or disposed of by the Trustee pursuant to the investment
direction by a Participant.

     .1   "Directed Investment Option" means one or more of the following:

               (a)  a Designated Investment Alternative.

               (a)  any other investment permitted by the Plan and the
Participant Direction Procedures and acquired or disposed of by the Trustee
pursuant to the investment direction of a Participant.

     .1   "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

     .1   "Elective Contribution" means the Employer contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to

                                       7
<PAGE>

Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution
made pursuant to Section 4.6(b) which is used to satisfy the "Actual Deferral
Percentage" tests shall be considered an Elective Contribution for purposes of
the Plan. Any contributions deemed to be Elective Contributions (whether or not
used to satisfy the "Actual Deferral Percentage" tests) shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5), the
provisions of which are specifically incorporated herein by reference.

     .1   "Eligible Employee" means any Employee who is compensated on a salary
basis and any class of hourly employees who are eligible for all salaried
employee benefits.

          Highly Compensated Employees shall not be eligible to participate in
this Plan, provided, however, that those Employees who, in any Plan Year, are
deemed Highly Compensated Employees solely because of the reimbursement to them
of moving expenses by the Employer, shall continue to participate in the Plan.

          Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

                                       8
<PAGE>

     .1   "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

     .1   "Employer" means Carrols Corporation and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the State of New York. In
addition, where appropriate, the term Employer shall include any Participating
Employer (as defined in Section 11.1) which shall adopt this Plan.

     .1   "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b), voluntary Employee contributions made pursuant to
Section 4.13, Excess Contributions recharacterized as voluntary Employee
contributions pursuant to Section 4.6(a) and any qualified non-elective
contributions or elective deferrals taken into account pursuant to Section
4.7(c) on behalf of Highly Compensated Participants

                                       9
<PAGE>

for such Plan Year, over the maximum amount of such contributions permitted
under the limitations of Section 4.7(a).

     .1   "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a). Excess
Contributions, including amounts recharacterized pursuant to Section 4.6(a)(2),
shall be treated as an "annual addition" pursuant to Section 4.9(b).

     .1   "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 9.2 and 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer

                                       10
<PAGE>

contributions even if distributed pursuant to Section 4.2(f). However, Excess
Deferred Compensation of Non-Highly Compensated Participants is not taken into
account for purposes of Section 4.5(a) to the extent such Excess Deferred
Compensation occurs pursuant to Section 4.2(d).

     .1   "Family Member" means, with respect to an affected Participant, such
Participant's spouse and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B). Commencing
January 1, 1997, all references in the Plan to family aggregation rules shall be
disregarded.

     .1   "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

                                       11
<PAGE>

     .1   "Fiscal Year" means the Employer's accounting year of 12 months ending
on the Sunday closest to December 31st.

     .1   "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

               (a)  the distribution of the entire Vested portion of a
Terminated Participant's Account, or

               (a)  the last day of the Plan Year in which the Participant
incurs five (5) consecutive 1-Year Breaks in Service.

          Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(g)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     .1   "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

                                       12
<PAGE>

     .1   "415 Compensation" with respect to any Participant means such
Participant's wages for the Plan Year within the meaning of Code Section 3401(a)
(for the purposes of income tax withholding at the source) but determined
without regard to any rules that limit the remuneration included in wages based
on the nature or location of the employment or the services performed (such as
the exception for agricultural labor in Code Section 3401(a)(2)).

          If, in connection with the adoption of this amendment and restatement,
the definition of "415 Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "415 Compensation" means compensation determined pursuant to the
Plan then in effect.

          Notwithstanding any language contained in the Plan to the contrary, on
and after January 1, 1998, "415 Compensation" shall include any amount which is
contributed or deferred by the Employer at the election of the Participant and
which is not includible in the gross income of the Participant by reason of Code
Section 125 or 402(e)(3).

     .1   "414(s) Compensation" with respect to any Participant means such
Participant's Elective Contributions attributable to

                                       13
<PAGE>

Deferred Compensation recharacterized as voluntary Employee contributions
pursuant to Section 4.6(a) plus "415 Compensation" paid during a Plan Year. The
amount of "414(s) Compensation" with respect to any Participant shall include
"414(s) Compensation" for the entire twelve (12) month period ending on the last
day of such Plan Year, except that "414(s) Compensation" shall only be
recognized for that portion of the Plan Year during which an Employee was a
Participant in the Plan.

          For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

          "414(s) Compensation" in excess of $150,000 shall be disregarded. Such
amount shall be adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17), except that the dollar increase in effect on January 1
of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the
calendar year in which the Plan Year

                                       14
<PAGE>

begins multiplied by the ratio obtained by dividing the number of full months in
the short Plan Year by twelve (12). In applying this limitation, the family
group of a Highly Compensated Participant who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Participant is either a
"five percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, shall be treated
as a single Participant, except that for this purpose Family Members shall
include only the affected Participant's spouse and any lineal descendants who
have not attained age nineteen (19) before the close of the year.

               If, in connection with the adoption of this amendment and
restatement, the definition of "414(s) Compensation" has been modified, then,
for Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "414(s) Compensation" means compensation determined
pursuant to the Plan then in effect.

          .1   "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

                                       15
<PAGE>

               (a)  Employees who at any time during the "determination year" or
"look-back year" were "five percent owners" as defined in Section 1.34(c).

               (a)  Employees who received "415 Compensation" during the "look-
back year" from the Employer in excess of $75,000.

               (a)  Employees who received "415 Compensation" during the "look-
back year" from the Employer in excess of $50,000 and were in the Top Paid Group
of Employees for the Plan Year.

               (a)  Employees who during the "look-back year" were officers of
the Employer (as that term is defined within the meaning of the Regulations
under Code Section 416) and received "415 Compensation" during the "look-back
year" from the Employer greater than 50 percent of the limit in effect under
Code Section 415(b)(1)(A) for any such Plan Year. The number of officers shall
be limited to the lesser of (i) 50 employees; or (ii) the greater of 3 employees
or 10 percent of all employees. For the purpose of determining the number of
officers, Employees described in Section 1.61(a), (b), (c) and (d) shall be
excluded, but such Employees shall still be considered for the purpose of
identifying the particular Employees who are officers. If the

                                       16
<PAGE>

Employer does not have at least one officer whose annual "415 Compensation" is
in excess of 50 percent of the Code Section 415(b)(1)(A) limit, then the highest
paid officer of the Employer will be treated as a Highly Compensated Employee.

               (a)  Employees who are in the group consisting of the 100
Employees paid the greatest "415 Compensation" during the "determination year"
and are also described in (b), (c) or (d) above when these paragraphs are
modified to substitute "determination year" for "look-back year."

          The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period.

          If an Employee is, during a "determination year" or "look-back year",
a Family Member of either a "five percent owner" (whether active or former) or a
Highly Compensated Employee who is one of the 10 most Highly Compensated
Employees ranked on the basis of "415 Compensation" paid by the Employer during
such year, then the Family Member and the "five percent owner" or top-ten Highly
Compensated Employee shall be aggregated. In such case, the Family Member and
"five percent owner" or top-ten Highly Compensated Employee shall be treated as
a single Employee receiving "415 Compensation" and Plan

                                       17
<PAGE>

contributions or benefits equal to the sum of such "415 Compensation" and
contributions or benefits of the Family Member and "five percent owner" or top-
ten Highly Compensated Employee.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.

          In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account as
a single employer and Leased Employees within the

                                       18
<PAGE>

meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees
unless such Leased Employees are covered by a plan described in Code Section
414(n)(5) and are not covered in any qualified plan maintained by the Employer.
The exclusion of Leased Employees for this purpose shall be applied on a uniform
and consistent basis for all of the Employer's retirement plans. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees
without regard to whether they performed services during the "determination
year."

          On and after January 1, 1998, "Highly Compensated Employee" means an
Employee described in Code Section 414(q) and the Regulations thereunder, and
generally means an Employee who performed services for the Employer during the
"determination year" and is in one or more of the following groups:

               (f)  Employees who at any time during the "determination year" or
          "look-back year" were "five percent owners" of the Employer.

               (g)  Employees who received "415 Compensation" during the "look-
          back year" from the Employer in excess of $80,000.

          The "determination year" shall be the Plan Year for

                                       19
<PAGE>

which testing is being performed, and the "look-back year" shall be the
immediately preceding twelve-month period.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amount specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996.

          In determining who is a Highly Compensated Employee, all Affiliated
Employers shall be taken into account as a single employer and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. The exclusion of Leased Employees for this purpose shall be applied on
a uniform and consistent basis for all of the Employer's retirement plans.
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees without regard

                                       20
<PAGE>

to whether they performed services during the "determination year."

     .1   "Highly Compensated Former Employee" means a former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who separated
from service prior to 1987 will be treated as a Highly Compensated Former
Employee only if during the separation year (or year preceding the separation
year) or any year after the Employee attains age 55 (or the last year ending
before the Employee's 55th birthday), the Employee either received "415
Compensation" in excess of $50,000 or was a "five percent owner." For purposes
of this Section, "determination year," "415 Compensation" and "five percent
owner" shall be determined in accordance with Section 1.28. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a "Highly Compensated Former
Employee" shall be applied on a uniform and consistent basis for all purposes
for which the Code Section 414(q) definition is applicable.

     .1   "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

                                       21
<PAGE>

     .1   "Hour of Service" means each hour for which an Employee is paid or
entitled to payment for the performance of duties for the Employer.

     .1   "Income" means the income or losses allocable to "excess amounts"
which shall equal the allocable gain or loss for the "applicable computation
period". The income allocable to "excess amounts" for the "applicable
computation period" is determined by multiplying the income for the "applicable
computation period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the fraction
is the total "account balance" attributable to "Employer contributions" as of
the end of the "applicable computation period", reduced by the gain allocable to
such total amount for the "applicable computation period" and increased by the
loss allocable to such total amount for the "applicable computation period". The
provisions of this Section shall be applied:

               (a)  For purposes of Section 4.2(f), by substituting:

               (1)  "Excess Deferred Compensation" for "excess amounts";

                                       22
<PAGE>

               (2)  "taxable year of the Participant" for "applicable
computation period";

               (3)  "Deferred Compensation" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance."

               (a)  For purposes of Section 4.6(a), by substituting:

               (1)  "Excess Contributions" for "excess amounts";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Elective Contributions" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance."

               (a)  For purposes of Section 4.8(a), by

                                       23
<PAGE>

substituting:

               (1)  "Excess Aggregate Contributions" for "excess amounts";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Employer matching contributions made pursuant to Section
4.1(b), voluntary Employee contributions made pursuant to Section 4.13 and any
qualified non-elective contributions or elective deferrals taken into account
pursuant to Section 4.7(c)" for "Employer contributions"; and

               (4)  "Participant's Account and Voluntary Contribution Account"
for "account balance."

          Income allocable to any distribution of Excess Deferred Compensation
on or before the last day of the taxable year of the Participant shall be
calculated from the first day of the taxable year of the Participant to the date
on which the distribution is made pursuant to either the "fractional method" or
the "safe harbor method." Under such "safe harbor method," allocable Income for
such period shall be deemed to equal ten percent (10%) of the Income allocable
to such Excess Deferred Compensation multiplied

                                       24
<PAGE>

by the number of calendar months in such period. For purposes of determining the
number of calendar months in such period, a distribution occurring on or before
the fifteenth day of the month shall be treated as having been made on the last
day of the preceding month and a distribution occurring after such fifteenth day
shall be treated as having been made on the first day of the next subsequent
month.

          The Income allocable to Excess Aggregate Contributions resulting from
the recharacterization of Elective Contributions shall be determined and
distributed as if such recharacterized Elective Contributions had been
distributed as Excess Contributions.

     .1   "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

     .1   "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key Employee if he, at any time

                                       25
<PAGE>

during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

               (a)  an officer of the Employer (as that term is defined within
the meaning of the Regulations under Code Section 416) having annual "415
Compensation" greater than 50 percent of the amount in effect under Code Section
415(b)(1)(A) for any such Plan Year.

               (a)  one of the ten employees having annual "415 Compensation"
from the Employer for a Plan Year greater than the dollar limitation in effect
under Code Section 415(c)(1)(A) for the calendar year in which such Plan Year
ends and owning (or considered as owning within the meaning of Code Section 318)
both more than one-half percent interest and the largest interests in the
Employer.

               (a)  a "five percent owner" of the Employer. "Five percent owner"
means any person who owns (or is considered as owning within the meaning of Code
Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than five

                                       26
<PAGE>

percent (5%) of the capital or profits interest in the Employer. In determining
percentage ownership hereunder, employers that would otherwise be aggregated
under Code Sections 414(b), (c), (m) and (o) shall be treated as separate
employers.

               (a)  a "one percent owner" of the Employer having an annual "415
Compensation" from the Employer of more than $150,000. "One percent owner" means
any person who owns (or is considered as owning within the meaning of Code
Section 318) more than one percent (1%) of the outstanding stock of the Employer
or stock possessing more than one percent (1%) of the total combined voting
power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or
profits interest in the Employer. In determining percentage ownership hereunder,
employers that would otherwise be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be treated as separate employers. However, in determining
whether an individual has "415 Compensation" of more than $150,000, "415
Compensation" from each employer required to be aggregated under Code Sections
414(b), (c), (m) and (o) shall be taken into account.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction

                                       27
<PAGE>

agreement and which are not includible in the gross income of the Participant
under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.

     .1   "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     .1   "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

               (a)  if such employee is covered by a money purchase pension plan
providing:

                                       28
<PAGE>

               (1)  a non-integrated employer contribution rate of at least 10%
of compensation, as defined in Code Section 415(c)(3), but including amounts
which are contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Participant under Code
Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.

               (2)  immediate participation; and

               (3)  full and immediate vesting; and

               (a)  if Leased Employees do not constitute more than 20% of the
recipient's non-highly compensated work force.

     .1   "Non-Elective Contribution" means the Employer contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

     .1   "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a

                                       29
<PAGE>

Family Member.

     .1   "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

     .1  "Normal Retirement Age" means the Participant's 65th birthday, or his
5th anniversary of joining the Plan, if later. A Participant shall become fully
Vested in his Participant's Account upon attaining his Normal Retirement Age.

     .1   "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

     .1   "1-Year Break in Service" means a Period of Severance of at least 12
consecutive months.

     .1   "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the Plan.

     .1   "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.14 and observed by the Administrator and applied and
provided

                                       30
<PAGE>

to Participants who have Participant Directed Accounts.

     .1   "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer Non-Elective Contributions.

     .1   "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     .1   "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.

     .1   "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2 and any Employer Qualified Non-Elective Contributions.

                                       31
<PAGE>

     .1   "Period of Service" means the aggregate of all periods commencing with
the Employee's first day of employment or reemployment with the Employer or
Affiliated Employer and ending on the date a 1-Year Break in Service begins. The
first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive partial credit for any Period
of Severance of less than 12 consecutive months. Fractional periods of a year
will be expressed in terms of days.

     .1   "Period of Severance" means a continuous period of time during which
the Employee is not employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the 12 month
anniversary of the date on which the Employee was otherwise first absent from
service.

          In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first day of such absence shall not constitute a 1-Year Break
in Service. For purposes of this paragraph, an absence from work for maternity
or paternity reasons means an absence (a) by reason of the pregnancy of the
individual, (b) by reason of the birth of a child of the individual, (c) by
reason of the placement of a child with the individual in connection with the
adoption of such

                                       32
<PAGE>

child by such individual, or (d) for purposes of caring for such child for a
period beginning immediately following such birth or placement.

     .1   "Plan" means this instrument, including all amendments thereto.

     .1   "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     .1   "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.6(b) and Section 4.8(h). Such contributions shall be
considered an Elective Contribution for the purposes of the Plan and used to
satisfy the "Actual Deferral Percentage" tests or the "Actual Contribution
Percentage" tests.

     .1   "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     .1   "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

                                       33
<PAGE>

     .1   "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

     .1   "Super Top Heavy Plan" means a plan described in Section 9.2(b).

     .1   "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     .1   "Top Heavy Plan" means a plan described in Section 9.2(a).

     .1   "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

     .1   "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.28) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2)

                                       34
<PAGE>

and 414(o)(2) shall be considered Employees unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and are not covered in any
qualified plan maintained by the Employer. Employees who are non-resident aliens
and who received no earned income (within the meaning of Code Section 911(d)(2))
from the Employer constituting United States source income within the meaning of
Code Section 861(a)(3) shall not be treated as Employees. Additionally, for the
purpose of determining the number of active Employees in any year, the following
additional Employees shall also be excluded; however, such Employees shall still
be considered for the purpose of identifying the particular Employees in the Top
Paid Group:

               (a)  Employees with less than six (6) months of service;

               (a)  Employees who normally work less than 17 1/2 hours per week;

               (a)  Employees who normally work less than six (6) months during
a year; and

               (a)  Employees who have not yet attained age 21.

          In addition, if 90 percent or more of the Employees of

                                       35
<PAGE>

the Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification of
particular Employees in the Top Paid Group.

          The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

     .1   "Total and Permanent Disability" means a physical or mental condition
of a Participant resulting from bodily injury, disease, or mental disorder which
renders him incapable of continuing his usual and customary employment with the
Employer. The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. The determination shall be applied
uniformly to all Participants.

     .1   "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

                                       36
<PAGE>

     .1   "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     .1   "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u).

     .1   "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.

     .1   "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     .1   "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Sections 4.12 and 4.13.

                                       37
<PAGE>

          Amounts recharacterized as voluntary Employee contributions pursuant
to Section 4.6(a) shall remain subject to the limitations of Sections 4.2(b) and
4.2(c). Therefore, a separate accounting shall be maintained with respect to
that portion of the Voluntary Contribution Account attributable to voluntary
Employee contributions made pursuant to Section 4.13.

                                   ARTICLE I
                                ADMINISTRATION

     .1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a)  In addition to the general powers and responsibilities
otherwise provided for in this Plan, the Employer shall be empowered to appoint
and remove the Trustee and the Administrator from time to time as it deems
necessary for the proper administration of the Plan to ensure that the Plan is
being operated for the exclusive benefit of the Participants and their
Beneficiaries in accordance with the terms of the Plan, the Code, and the Act.
The Employer may appoint counsel, specialists, advisers, agents (including any
nonfiduciary agent) and other persons as the Employer deems necessary or
desirable in connection with the exercise of its fiduciary duties under this
Plan. The Employer may compensate such agents or advisers from the assets of the
Plan as fiduciary expenses (but not including

                                       38
<PAGE>

any business (settlor) expenses of the Employer), to the extent not paid by the
Employer.

               (a)  The Employer may, by written agreement or designation,
appoint at its option an Investment Manager (qualified under the Investment
Company Act of 1940 as amended), investment adviser, or other agent to provide
direction to the Trustee with respect to any or all of the Plan assets. Such
appointment shall be given by the Employer in writing in a form acceptable to
the Trustee and shall specifically identify the Plan assets with respect to
which the Investment Manager or other agent shall have authority to direct the
investment.

               (a)  The Employer shall establish a "funding policy and method,"
i.e., it shall determine whether the Plan has a short run need for liquidity
(e.g., to pay benefits) or whether liquidity is a long run goal and investment
growth (and stability of same) is a more current need, or shall appoint a
qualified person to do so. The Employer or its delegate shall communicate such
needs and goals to the Trustee, who shall coordinate such Plan needs with its
investment policy. The communication of such a "funding policy and method" shall
not, however, constitute a directive to the Trustee as to investment of the
Trust Funds. Such "funding policy and method" shall be consistent with the
objectives of this Plan and with the requirements of Title I of

                                       39
<PAGE>

the Act.

               (a)  The Employer shall periodically review the performance of
any Fiduciary or other person to whom duties have been delegated or allocated by
it under the provisions of this Plan or pursuant to procedures established
hereunder. This requirement may be satisfied by formal periodic review by the
Employer or by a qualified person specifically designated by the Employer,
through day-to-day conduct and evaluation, or through other appropriate ways.

     .1   DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any
person, including, but not limited to, the Employees of the Employer, to perform
the duties of the Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

     .1   POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to

                                       40
<PAGE>

administer the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Administrator
shall administer the Plan in accordance with its terms and shall have the power
and discretion to construe the terms of the Plan and to determine all questions
arising in connection with the administration, interpretation, and application
of the Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry out
the purpose of the Plan; provided, however, that any procedure, discretionary
act, interpretation or construction shall be done in a nondiscriminatory manner
based upon uniform principles consistently applied and shall be consistent with
the intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

          The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

                                       41
<PAGE>

               (a)  the discretion to determine all questions relating to the
eligibility of Employees to participate or remain a Participant hereunder and to
receive benefits under the Plan;

               (a)  to compute, certify, and direct the Trustee with respect to
the amount and the kind of benefits to which any Participant shall be entitled
hereunder;

               (a)  to authorize and direct the Trustee with respect to all
nondiscretionary or otherwise directed disbursements from the Trust;

               (a)  to maintain all necessary records for the administration of
the Plan;

               (a)  to interpret the provisions of the Plan and to make and
publish such rules for regulation of the Plan as are consistent with the terms
hereof;

               (a)  to determine the size and type of any Contract to be
purchased from any insurer, and to designate the insurer from which such
Contract shall be purchased;

               (a)  to compute and certify to the Employer and

                                       42
<PAGE>

to the Trustee from time to time the sums of money necessary or desirable to be
contributed to the Plan;

               (a)  to consult with the Employer and the Trustee regarding the
short and long-term liquidity needs of the Plan in order that the Trustee can
exercise any investment discretion in a manner designed to accomplish specific
objectives;

               (a)  to prepare and implement a procedure to notify Eligible
Employees that they may elect to have a portion of their Compensation deferred
or paid to them in cash;

               (a)  to act as the named Fiduciary responsible for communications
with Participants as needed to maintain Plan compliance with ERISA Section
404(c), including but not limited to the receipt and transmitting of
Participant's directions as to the investment of their account(s) under the Plan
and the formulation of policies, rules, and procedures pursuant to which
Participants may give investment instructions with respect to the investment of
their accounts;

               (a)  to assist any Participant regarding his rights, benefits, or
elections available under the Plan.

     .1   RECORDS AND REPORTS

                                       43
<PAGE>

               The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, policies, and other data that
may be necessary for proper administration of the Plan and shall be responsible
for supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

     .1    APPOINTMENT OF ADVISERS

               The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

     .1   PAYMENT OF EXPENSES

                                       44
<PAGE>

          All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts and
other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

     .1   CLAIMS PROCEDURE

          Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be

                                       45
<PAGE>

furnished with an explanation of the Plan's claims review procedure.

     .1   CLAIMS REVIEW PROCEDURE

          Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause

                                       46
<PAGE>

a court reporter to attend the hearing and record the proceedings. In such
event, a complete written transcript of the proceedings shall be furnished to
both parties by the court reporter. The full expense of any such court reporter
and such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                   ARTICLE I
                                  ELIGIBILITY

     .1   CONDITIONS OF ELIGIBILITY

          Any Eligible Employee shall be eligible to participate hereunder on
the date of his employment with the Employer. However, any Employee who was a
Participant in the Plan prior to the effective date of this amendment and
restatement shall

                                       47
<PAGE>

continue to participate in the Plan.

     .1   EFFECTIVE DATE OF PARTICIPATION

          An Eligible Employee shall become a Participant effective as of the
date on which he satisfies the eligibility requirements of Section 3.1.

          In the event an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee will participate
immediately if such Employee would have otherwise previously become a
Participant.

     .1   DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.8.

     .1   TERMINATION OF ELIGIBILITY

          (a)  In the event a Participant shall go from a

                                       48
<PAGE>

classification of an Eligible Employee to an ineligible Employee, such Former
Participant shall continue to vest in his interest in the Plan for each Period
of Service completed while a noneligible Employee, until such time as his
Participant's Account shall be forfeited or distributed pursuant to the terms of
the Plan. Additionally, his interest in the Plan shall continue to share in the
earnings of the Trust Fund.

               (a)  In the event a Participant is no longer a member of an
eligible class of Employees and becomes ineligible to participate, such Employee
will participate immediately upon returning to an eligible class of Employees.

     .1   OMISSION OF ELIGIBLE EMPLOYEE

          If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

                                       49
<PAGE>

     .1   INCLUSION OF INELIGIBLE EMPLOYEE

          If, in any Plan Year, any person who should not have been included as
a Participant in the Plan is erroneously included and discovery of such
incorrect inclusion is not made until after a contribution for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

     .1   ELECTION NOT TO PARTICIPATE

          An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year.


                                   ARTICLE I

                                       50
<PAGE>

                          CONTRIBUTION AND ALLOCATION

     .1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

               (a)  Effective April 1, 1999, the amount of the total salary
reduction elections of all Participants made pursuant to Section 4.2(a), which
amount shall be deemed an Employer Elective Contribution.

               (a)  On behalf of each Participant who is eligible to share in
matching contributions for the Plan Year, a matching contribution equal to 50%
of each such Participant's mandatory contributions made on and before March 31,
1999 pursuant to Section 4.12, 50% of each such Participant's Deferred
Compensation made on and after April 1, 1999, plus, effective April 1, 1999, 50%
of each such Participant's Voluntary Contributions, pursuant to Section 4.13,
which amount shall be deemed an Employer Non-Elective Contribution. Only
Employee mandatory contributions, Elective Contributions and Employee Voluntary
Contributions which are made during the current Plan Year and are in the Trust
as of the last day of the Plan Year shall be eligible to receive an Employer
matching contribution.

                                       51
<PAGE>

                    In applying the matching percentage specified above, only
mandatory contributions, salary reductions and, effective April 1, 1999,
Voluntary Contributions pursuant to Section 4.13, up to $20.00 per week combined
shall be considered.

               (a)  Additionally, to the extent necessary, the Employer shall
contribute to the Plan the amount necessary to provide the top heavy minimum
contribution. All contributions by the Employer shall be made in cash.

     .1   PARTICIPANT'S SALARY REDUCTION AND VOLUNTARY CONTRIBUTION ELECTION

               (a)  Each Participant may elect to defer a percentage of his
Compensation which would have been received in the Plan Year. Additionally,
effective April 1, 1999, each Participant may elect to make after-tax Voluntary
Contributions to the Plan pursuant to Section 4.13. The combined total of
contributions shall not exceed 18% of Compensation, provided however, that for
purposes of this Section, any Employee shall not be permitted to defer or
contribute any amounts received from the Employer as a bonus. A deferral
election (or modification of an earlier election) or a voluntary contribution
may not be made

                                       52
<PAGE>

with respect to Compensation which is currently available on or before the date
the Participant executed such election. For purposes of this Section,
Compensation shall be determined prior to any reductions made pursuant to Code
Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions, and as aforesaid, shall exclude bonuses.

                    The amount by which Compensation is reduced shall be that
Participant's Deferred Compensation and be treated as an Employer Elective
Contribution and allocated to that Participant's Elective Account.

               (a)  The balance in each Participant's Elective Account shall be
fully Vested at all times and shall not be subject to Forfeiture for any reason.

               (a)  Notwithstanding anything in the Plan to the contrary,
amounts held in the Participant's Elective Account may not be distributable
(including any offset of loans) earlier than:

               (1)  a Participant's separation from service,  Total and
Permanent Disability, or death;

                                       53
<PAGE>

               (2)  a Participant's attainment of age 59 1/2;

               (3)  the termination of the Plan without the establishment or
existence of a "successor plan," as that term is described in Regulation
1.401(k)-1(d)(3);

               (4)  the date of disposition by the Employer to an entity that is
not an Affiliated Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used in a trade or business of such
corporation if such corporation continues to maintain this Plan after the
disposition with respect to a Participant who continues employment with the
corporation acquiring such assets;

               (5)  the date of disposition by the Employer or an Affiliated
Employer who maintains the Plan of its interest in a subsidiary (within the
meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated
Employer but only with respect to a Participant who continues employment with
such subsidiary; or

               (6)  the proven financial hardship of a Participant, subject to
the limitations of Section 6.10.

               (a)  For each Plan Year, a Participant's Deferred

                                       54
<PAGE>

Compensation made under this Plan and all other plans, contracts or arrangements
of the Employer maintaining this Plan shall not exceed, during any taxable year
of the Participant, the limitation imposed by Code Section 402(g), as in effect
at the beginning of such taxable year. If such dollar limitation is exceeded, a
Participant will be deemed to have notified the Administrator of such excess
amount which shall be distributed in a manner consistent with Section 4.2(f).
The dollar limitation shall be adjusted annually pursuant to the method provided
in Code Section 415(d) in accordance with Regulations.

               (a)  In the event a Participant has received a hardship
distribution from his Participant's Elective Account pursuant to Section 6.10(b)
or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained
by the Employer, then such Participant shall not be permitted to elect to have
Deferred Compensation contributed to the Plan on his behalf for a period of
twelve (12) months following the receipt of the distribution. Furthermore, the
dollar limitation under Code Section 402(g) shall be reduced, with respect to
the Participant's taxable year following the taxable year in which the hardship
distribution was made, by the amount of such Participant's Deferred
Compensation, if any, pursuant to this Plan (and any other plan maintained by
the Employer) for the taxable year of the hardship distribution.

                                       55
<PAGE>

               (a)  If a Participant's Deferred Compensation under this Plan
together with any elective deferrals (as defined in Regulation 1.402(g)-1(b))
under another qualified cash or deferred arrangement (as defined in Code Section
401(k)), a simplified employee pension (as defined in Code Section 408(k)), a
salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)),
a deferred compensation plan under Code Section 457(b), or a trust described in
Code Section 501(c)(18) cumulatively exceed the limitation imposed by Code
Section 402(g) (as adjusted annually in accordance with the method provided in
Code Section 415(d) pursuant to Regulations) for such Participant's taxable
year, the Participant may, not later than March 1 following the close of the
Participant's taxable year, notify the Administrator in writing of such excess
and request that his Deferred Compensation under this Plan be reduced by an
amount specified by the Participant. In such event, the Administrator may direct
the Trustee to distribute such excess amount (and any Income allocable to such
excess amount) to the Participant not later than the first April 15th following
the close of the Participant's taxable year. Any distribution of less than the
entire amount of Excess Deferred Compensation and Income shall be treated as a
pro rata distribution of Excess Deferred Compensation and Income. The amount
distributed shall not exceed the Participant's Deferred Compensation under the
Plan for the

                                       56
<PAGE>

taxable year (and any Income allocable to such excess amount). Any distribution
on or before the last day of the Participant's taxable year must satisfy each of
the following conditions:

               (1)  the distribution must be made after the date on which the
Plan received the Excess Deferred Compensation;

               (2)  the Participant shall designate the distribution as Excess
Deferred Compensation; and

               (3)  the Plan must designate the distribution as a distribution
of Excess Deferred Compensation.

                    Any distribution made pursuant to this Section 4.2(f) shall
be made first from unmatched Deferred Compensation and, thereafter, from
Deferred Compensation which is matched. Matching contributions which relate to
such Deferred Compensation shall be forfeited.

               (a)  Notwithstanding Section 4.2(f) above, a Participant's Excess
Deferred Compensation shall be reduced, but not below zero, by any distribution
and/or recharacterization of Excess Contributions pursuant to Section 4.6(a) for
the Plan Year beginning with or within the taxable year of the Participant.

                                       57
<PAGE>

               (a)  At Normal Retirement Date, or such other date when the
Participant shall be entitled to receive benefits, the fair market value of the
Participant's Elective Account shall be used to provide additional benefits to
the Participant or his Beneficiary.

               (a)  Employer Elective Contributions made pursuant to this
Section may be segregated into a separate account for each Participant in a
federally insured savings account, certificate of deposit in a bank or savings
and loan association, money market certificate, or other short-term debt
security acceptable to the Trustee until such time as the allocations pursuant
to Section 4.4 have been made.

               (a)  The Employer and the Administrator shall implement the
          salary reduction elections provided for herein in accordance with the
          following:

               (1)  A Participant must make his initial salary deferral election
within a reasonable time, not to exceed thirty (30) days, after entering the
Plan pursuant to Section 3.2. If the Participant fails to make an initial salary
deferral election within such time, then such Participant may thereafter make an
election in accordance with the rules governing modifications. The Participant
shall make such an election by entering into a

                                       58
<PAGE>

written salary reduction agreement with the Employer and filing such agreement
with the Administrator. Such election shall initially be effective beginning
with the pay period following the acceptance of the salary reduction agreement
by the Administrator, shall not have retroactive effect and shall remain in
force until revoked.

               (2)  A Participant may modify a prior election during the Plan
Year and concurrently make a new election by filing a written notice with the
Administrator within a reasonable time before the pay period for which such
modification is to be effective. However, modifications to a salary deferral
election shall only be permitted quarterly, during election periods established
by the Administrator prior to the first day of each Plan Year quarter. Any
modification shall not have retroactive effect and shall remain in force until
revoked.

               (3)  A Participant may elect to prospectively revoke his salary
reduction agreement in its entirety at any time during the Plan Year by
providing the Administrator with thirty (30) days written notice of such
revocation (or upon such shorter notice period as may be acceptable to the
Administrator). Such revocation shall become effective as of the beginning of
the first pay period coincident with or next following the expiration of the
notice period. Furthermore, the termination of the

                                       59
<PAGE>

Participant's employment, or the cessation of participation for any reason,
shall be deemed to revoke any salary reduction agreement then in effect,
effective immediately following the close of the pay period within which such
termination or cessation occurs.

     .1   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          The Employer shall generally pay to the Trustee its contribution to
the Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the filing of the Employer federal income tax return for
the Fiscal Year.

          However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer general assets, but
in any event within 15 business days from the end of the month in which such
amounts would otherwise have been payable to the Participant in cash. The
provisions of Department of Labor regulations 2510.3-102 are incorporated herein
by reference. Furthermore, any additional Employer contributions which are
allocable to the Participant's Elective Account for a Plan Year shall be paid to
the Plan no later than the twelve-month period immediately following the close
of such Plan Year.

                                       60
<PAGE>

     .1   ALLOCATION OF CONTRIBUTION AND EARNINGS

               (a)  The Administrator shall establish and maintain an account in
the name of each Participant to which the Administrator shall credit as of each
Anniversary Date all amounts allocated to each such Participant as set forth
herein.

               (a)  The Employer shall provide the Administrator with all
information required by the Administrator to make a proper allocation of the
Employer contributions for each Plan Year. Within a reasonable period of time
after the date of receipt by the Administrator of such information, the
Administrator shall allocate such contribution as follows:

               (1)  With respect to the Employer Elective Contribution made
pursuant to Section 4.1(a), to each Participant's Elective Account in an amount
equal to each such Participant's Deferred Compensation for the year, and, on and
after April 1, 1999, with respect to the Participant's Voluntary Contributions
pursuant to Section 4.13, to each Participant's Voluntary Contribution account
in an amount equal to such Participant's Voluntary Contributions pursuant to
Section 4.13.

               (2)  With respect to the Employer Non-Elective Contribution made
pursuant to Section 4.1(b), to each

                                       61
<PAGE>

Participant's Account in accordance with Section 4.1(b).

               Only Participants who have completed a Period of Service during
the Plan Year, are actively employed on the last day of the Plan Year, and whose
contributions remain in the Trust as of the last day of the Plan Year shall be
eligible to share in the matching contribution for the year.

               (a)  As of each Anniversary Date any amounts which became
Forfeitures since the last Anniversary Date shall first be made available to
reinstate previously forfeited account balances of Former Participants, if any,
in accordance with Section 6.4(g)(2). The remaining Forfeitures, if any, shall
be used to reduce the contribution of the Employer hereunder for the Plan Year
in which such Forfeitures occur.

               (a)  For any Top Heavy Plan Year, Employees not otherwise
eligible to share in the allocation of contributions as provided above, shall
receive the minimum allocation provided for in Section 4.4(g) if eligible
pursuant to the provisions of Section 4.4(i).

               (a)  Notwithstanding the foregoing, Participants who are not
actively employed on the last day of the Plan Year due to Retirement (Normal or
Late), Total and Permanent

                                       62
<PAGE>

Disability or death shall share in the allocation of contributions for that Plan
Year, to the extent and provided that such affected Participants' deferrals and
contributions are in the Trust as of the last day of the Plan Year.

               (a)  As of each Valuation Date, before the current valuation
period allocation of Employer contributions and after allocation of Forfeitures,
any earnings or losses (net appreciation or net depreciation) of the Trust Fund
shall be allocated in accordance with the insurance contracts' normal methods as
provided in the riders to the respective insurance contracts.

                    Participants' transfers from other qualified plans and
voluntary contributions deposited in the general Trust Fund shall share in any
earnings and losses (net appreciation or net depreciation) of the Trust Fund in
the same manner provided above. Each segregated account maintained on behalf of
a Participant shall be credited or charged with its separate earnings and
losses.

               (a)  Minimum Allocations Required for Top Heavy Plan Years:
Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
Employer contributions allocated to the Participant's Combined Account of each
Employee shall be equal to at least three percent (3%) of such Employee's "415
Compensation"

                                       63
<PAGE>

(reduced by contributions and forfeitures, if any, allocated to each Employee in
any defined contribution plan included with this plan in a Required Aggregation
Group). However, if (1) the sum of the Employer contributions allocated to the
Participant's Combined Account of each Key Employee for such Top Heavy Plan Year
is less than three percent (3%) of each Key Employee's "415 Compensation" and
(2) this Plan is not required to be included in an Aggregation Group to enable a
defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410,
the sum of the Employer contributions allocated to the Participant's Combined
Account of each Employee shall be equal to the largest percentage allocated to
the Participant's Combined Account of any Key Employee. However, in determining
whether a Non-Key Employee has received the required minimum allocation, such
Non-Key Employee's Deferred Compensation and matching contributions needed to
satisfy the "Actual Contribution Percentage" tests pursuant to Section 4.7(a)
shall not be taken into account.

                    However, no such minimum allocation shall be required in
this Plan for any Employee who participates in another defined contribution plan
subject to Code Section 412 included with this Plan in a Required Aggregation
Group.

               (a)  For purposes of the minimum allocations set forth above, the
percentage allocated to the Participant's

                                       64
<PAGE>

Combined Account of any Key Employee shall be equal to the ratio of the sum of
the Employer contributions allocated on behalf of such Key Employee divided by
the "415 Compensation" for such Key Employee.

               (a)  For any Top Heavy Plan Year, the minimum allocations set
forth above shall be allocated to the Participant's Combined Account of all
Employees who are Participants and who are employed by the Employer on the last
day of the Plan Year, including Employees who have (1) failed to complete a
Period of Service; and (2) declined to make mandatory contributions (if
required) or, in the case of a cash or deferred arrangement, elective
contributions to the Plan.

               (a)  For the purposes of this Section, "415 Compensation" shall
be limited to $150,000. Such amount shall be adjusted for increases in the cost
of living in accordance with Code Section 401(a)(17), except that the dollar
increase in effect on January 1 of any calendar year shall be effective for the
Plan Year beginning with or within such calendar year. For any short Plan Year
the "415 Compensation" limit shall be an amount equal to the "415 Compensation"
limit for the calendar year in which the Plan Year begins multiplied by the
ratio obtained by dividing the number of full months in the short Plan Year by
twelve (12).

                                       65
<PAGE>

               (a)  Notwithstanding anything herein to the contrary,
Participants who terminated employment for any reason during the Plan Year shall
share in the salary reduction contributions made by the Employer for the year of
termination without regard to the Hours of Service credited.

               (a)  If a Former Participant is reemployed after five (5)
consecutive 1-Year Breaks in Service, then separate accounts shall be maintained
as follows:

               (1)  one account for nonforfeitable benefits attributable to pre-
break service; and

               (2)  one account representing his status in the Plan attributable
to post-break service.

     .1   ACTUAL DEFERRAL PERCENTAGE TESTS

               (a)  Maximum Annual Allocation: For each Plan Year, the annual
allocation derived from Employer Elective Contributions to a Participant's
Elective Account shall satisfy one of the following tests:

               (1)  The "Actual Deferral Percentage" for the

                                       66
<PAGE>

Highly Compensated Participant group shall not be more than the "Actual Deferral
Percentage" of the Non-Highly Compensated Participant group multiplied by 1.25,
or

               (2)  The excess of the "Actual Deferral Percentage" for the
Highly Compensated Participant group over the "Actual Deferral Percentage" for
the Non-Highly Compensated Participant group shall not be more than two
percentage points. Additionally, the "Actual Deferral Percentage" for the Highly
Compensated Participant group shall not exceed the "Actual Deferral Percentage"
for the Non-Highly Compensated Participant group multiplied by 2. The provisions
of Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein
by reference.

               However, in order to prevent the multiple use of the alternative
method described in (2) above and in Code Section 401(m)(9)(A), any Highly
Compensated Participant eligible to make elective deferrals pursuant to Section
4.2 and to make Employee contributions or to receive matching contributions
under this Plan or under any other plan maintained by the Employer or an
Affiliated Employer shall have a combination of his actual deferral ratio and
his actual contribution ratio reduced pursuant to Section 4.6(a) and Regulation
1.401(m)-2, the provisions of which are incorporated herein by reference.

                                       67
<PAGE>

               (a)  For the purposes of this Section "Actual Deferral
Percentage" means, with respect to the Highly Compensated Participant group and
Non-Highly Compensated Participant group for a Plan Year, the average of the
ratios, calculated separately for each Participant in such group, of the amount
of Employer Elective Contributions allocated to each Highly Compensated
Participant's Elective Account for such Plan Year and to each such Non-Highly
Compensated Participant's Elective Account for the preceding Plan Year, to such
Participant's "414(s) Compensation" for the applicable Plan Year. The actual
deferral ratio for each Participant and the "Actual Deferral Percentage" for
each group shall be calculated to the nearest one-hundredth of one percent.
Employer Elective Contributions allocated to each Non-Highly Compensated
Participant's Elective Account for the preceding Plan Year shall be reduced by
Excess Deferred Compensation for the preceding Plan Year to the extent such
excess amounts are made under this Plan or any other plan maintained by the
Employer.

               (a)  For the purpose of determining the actual deferral ratio of
a Highly Compensated Employee who is subject to the Family Member aggregation
rules of Code Section 414(q)(6) because such Participant is either a "five
percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid

                                       68
<PAGE>

the greatest "415 Compensation" during the year, the following shall apply:

               (1)  The combined actual deferral ratio for the family group
(which shall be treated as one Highly Compensated Participant) shall be
determined by aggregating Employer Elective Contributions and "414(s)
Compensation" of all eligible Family Members (including Highly Compensated
Participants). However, in applying the $150,000 limit to "414(s) Compensation,"
Family Members shall include only the affected Employee's spouse and any lineal
descendants who have not attained age 19 before the close of the Plan Year.

               (2)  The Employer Elective Contributions and "414(s)
Compensation" of all Family Members shall be disregarded for purposes of
determining the "Actual Deferral Percentage" of the Non-Highly Compensated
Participant group except to the extent taken into account in paragraph (1)
above.

               (3)  If a Participant is required to be aggregated as a member of
more than one family group in a plan, all Participants who are members of those
family groups that include the Participant are aggregated as one family group in
accordance with paragraphs (1) and (2) above.

                                       69
<PAGE>

               (a)  For the purposes of Sections 4.5(a) and 4.6, a Highly
Compensated Participant and a Non-Highly Compensated Participant shall include
any Employee eligible to make a deferral election pursuant to Section 4.2,
whether or not such deferral election was made or suspended pursuant to Section
4.2.

               (a)  For the purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(k), if two or more plans which include cash or
deferred arrangements are considered one plan for the purposes of Code Section
401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or
deferred arrangements included in such plans shall be treated as one
arrangement. In addition, two or more cash or deferred arrangements may be
considered as a single arrangement for purposes of determining whether or not
such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k). In such a
case, the cash or deferred arrangements included in such plans and the plans
including such arrangements shall be treated as one arrangement and as one plan
for purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k).
Plans may be aggregated under this paragraph (e) only if they have the same plan
year.

                    Notwithstanding the above, an employee stock ownership plan
described in Code Section 4975(e)(7) or 409 may not be combined with this Plan
for purposes of determining

                                       70
<PAGE>

whether the employee stock ownership plan or this Plan satisfies this Section
and Code Sections 401(a)(4), 410(b) and 401(k).

               (a)  For the purposes of this Section, if a Highly Compensated
Participant is a Participant under two or more cash or deferred arrangements
(other than a cash or deferred arrangement which is part of an employee stock
ownership plan as defined in Code Section 4975(e)(7) or 409) of the Employer or
an Affiliated Employer, all such cash or deferred arrangements shall be treated
as one cash or deferred arrangement for the purpose of determining the actual
deferral ratio with respect to such Highly Compensated Participant. However, if
the cash or deferred arrangements have different plan years, this paragraph
shall be applied by treating all cash or deferred arrangements ending with or
within the same calendar year as a single arrangement.

     .1   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          In the event that the initial allocations of the Employer Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), the Administrator shall adjust Excess Contributions
pursuant to the options set forth below:

               (a)  On or before the fifteenth day of the third

                                       71
<PAGE>

month following the end of each Plan Year, the Highly Compensated Participant
having the greatest actual deferral ratio shall have his actual deferral ratio
reduced until one of the tests set forth in Section 4.5(a) is satisfied, or
until his actual deferral ratio equals the actual deferral ratio of the Highly
Compensated Participant having the second largest actual deferral ratio. This
process shall continue until one of the tests set forth in Section 4.5(a) is
satisfied. Once one of the tests set forth in Section 4.5(a) is satisfied, the
total dollar amount of Elective Contributions represented by such reduction or
reductions in actual deferral ratio or ratios shall be identified as the total
amount of Excess Contributions to be distributed. These Excess Contributions
will be attributed to and distributed from the accounts of Highly Compensated
Employees as follows. The Elective Contribution for the Highly Compensated
Employee with the largest Elective Contribution shall be reduced until either a)
the total amount of Excess Contributions is distributed, or b) the Elective
Contribution for the Highly Compensated Employee with the greatest Elective
Contribution is reduced to the level of the Elective Contribution for the Highly
Compensated Employee with the next greatest Elective Contribution. This process
shall continue until the total amount of Excess Contributions is distributed.

                (1) With respect to the distribution of Excess

                                       72
<PAGE>

Contributions pursuant to (a) above, such distribution:

                    (i)   may be postponed but not later than the close of the
Plan Year following the Plan Year to which they are allocable;

                    (ii)  shall be adjusted for Income; and

                    (iii) shall be designated by the Employer as a distribution
of Excess Contributions (and Income).

               (2)  With respect to the recharacterization of Excess
Contributions pursuant to (a) above, such recharacterized amounts:

                    (i)   shall be deemed to have occurred on the date on which
the last of those Highly Compensated Participants with Excess Contributions to
be recharacterized is notified of the recharacterization and the tax
consequences of such recharacterization;

                    (ii)  shall not exceed the amount of Deferred Compensation
on behalf of any Highly Compensated Participant for any Plan Year;

                                       73
<PAGE>

                    (iii) shall be treated as voluntary Employee contributions
for purposes of Code Section 401(a)(4) and Regulation 1.401(k)-1(b). However,
for purposes of Sections 9.2 and 4.4(g), recharacterized Excess Contributions
continue to be treated as Employer contributions that are Deferred Compensation.
Excess Contributions recharacterized as voluntary Employee contributions shall
continue to be nonforfeitable and subject to the same distribution rules
provided for in Section 4.2(c);

                    (iv)  are not permitted if the amount recharacterized plus
voluntary Employee contributions actually made by such Highly Compensated
Participant, exceed the maximum amount of voluntary Employee contributions
(determined prior to application of Section 4.7(a)) that such Highly Compensated
Participant is permitted to make under the Plan in the absence of
recharacterization; and

                    (v)   shall be adjusted for Income.

               (3)  Any distribution and/or recharacterization of less than the
entire amount of Excess Contributions shall be treated as a pro rata
distribution and/or recharacterization of Excess Contributions and Income.

               (4)  The determination and correction of Excess

                                       74
<PAGE>

Contributions of a Highly Compensated Participant whose actual deferral ratio is
determined under the family aggregation rules shall be accomplished by reducing
the actual deferral ratio as required herein, and the Excess Contributions for
the family unit shall then be allocated among the Family Members in proportion
to the Elective Contributions of each Family Member that were combined to
determine the group actual deferral ratio.

               (5)  Matching contributions which relate to Excess Contributions
shall be forfeited unless the related matching contribution is distributed as an
Excess Aggregate Contribution pursuant to Section 4.8.

               (a)  Within twelve (12) months after the end of the Plan Year,
the Employer may make a special Qualified Non-Elective Contribution on behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated to the Participant's
Elective Account of each Non-Highly Compensated Participant electing salary
reductions pursuant to Section 4.2 in the same proportion that each such Non-
Highly Compensated Participant's Deferred Compensation for the year bears to the
total Deferred Compensation of all such Non-Highly Compensated Participants.

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<PAGE>

               (a)  If during a Plan Year the projected aggregate amount of
Elective Contributions to be allocated to all Highly Compensated Participants
under this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
the Plan to fail such tests, then the Administrator may automatically reduce
proportionately or in the order provided in Section 4.6(a) each affected Highly
Compensated Participant's deferral election made pursuant to Section 4.2 by an
amount necessary to satisfy one of the tests set forth in Section 4.5(a).

     .1   ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  The "Actual Contribution Percentage" for the Highly
Compensated Participant group shall not exceed the greater of:

               (1)  125 percent of such percentage for the Non-Highly
Compensated Participant group; or

               (2)  the lesser of 200 percent of such percentage for the Non-
Highly Compensated Participant group, or such percentage for the Non-Highly
Compensated Participant group plus 2 percentage points. However, to prevent the
multiple use of the alternative method described in this paragraph and Code

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<PAGE>

Section 401(m)(9)(A), any Highly Compensated Participant eligible to make
elective deferrals pursuant to Section 4.2 or any other cash or deferred
arrangement maintained by the Employer or an Affiliated Employer and to make
Employee contributions or to receive matching contributions under this Plan or
under any plan maintained by the Employer or an Affiliated Employer shall have a
combination of his actual deferral ratio and his actual contribution ratio
reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of
Code Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are
incorporated herein by reference.

               (a)  For the purposes of this Section and Section 4.8, "Actual
Contribution Percentage" for a Plan Year means, with respect to the Highly
Compensated Participant group and Non-Highly Compensated Participant group, the
average of the ratios (calculated separately for each Participant in each group)
of:

               (1)  the sum of Employer matching contributions made pursuant to
Section 4.1(b), voluntary Employee contributions made pursuant to Sections 4.12
and 4.13 and Excess Contributions recharacterized as voluntary Employee
contributions pursuant to Section 4.6(a) on behalf of each such Participant for
such Plan Year; to

                                       77
<PAGE>

               (2)  the Participant's "414(s) Compensation" for such Plan Year.

               (a)  For purposes of determining the "Actual Contribution
Percentage" and the amount of Excess Aggregate Contributions pursuant to Section
4.8(d), only Employer matching contributions contributed to the Plan prior to
the end of the succeeding Plan Year shall be considered. In addition, the
Administrator may elect to take into account, with respect to Employees eligible
to have Employer matching contributions pursuant to Section 4.1(b) or voluntary
Employee contributions pursuant to Sections 4.12 and 4.13 allocated to their
accounts, elective deferrals (as defined in Regulation 1.402(g)-1(b)) and
qualified non-elective contributions (as defined in Code Section 401(m)(4)(C))
contributed to any plan maintained by the Employer. Such elective deferrals and
qualified non-elective contributions shall be treated as Employer matching
contributions subject to Regulation 1.401(m)-1(b)(5) which is incorporated
herein by reference. However, the Plan Year must be the same as the plan year of
the plan to which the elective deferrals and the qualified non-elective
contributions are made.

               (a)  For the purpose of determining the actual contribution ratio
of a Highly Compensated Employee who is

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<PAGE>

subject to the Family Member aggregation rules of Code Section 414(q)(6) because
such Employee is either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the greatest "415 Compensation" during
the year, the following shall apply:

               (1)  The combined actual contribution ratio for the family group
(which shall be treated as one Highly Compensated Participant) shall be
determined by aggregating Employer matching contributions made pursuant to
Section 4.1(b), voluntary Employee contributions made pursuant to Sections 4.12
and 4.13, Excess Contributions recharacterized as voluntary Employee
contributions pursuant to Section 4.6(a) and "414(s) Compensation" of all
eligible Family Members (including Highly Compensated Participants). However, in
applying the $150,000 limit to "414(s) Compensation", Family Members shall
include only the affected Employee's spouse and any lineal descendants who have
not attained age 19 before the close of the Plan Year.

               (2)  The Employer matching contributions made pursuant to Section
4.1(b), voluntary Employee contributions made pursuant to Sections 4.12 and
4.13, Excess Contributions recharacterized as voluntary Employee contributions
pursuant to Section 4.6(a) and "414(s) Compensation" of all Family Members shall
be disregarded for purposes of determining the "Actual

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<PAGE>

Contribution Percentage" of the Non-Highly Compensated Participant group except
to the extent taken into account in paragraph (1) above.

               (3)  If a Participant is required to be aggregated as a member of
more than one family group in a plan, all Participants who are members of those
family groups that include the Participant are aggregated as one family group in
accordance with paragraphs (1) and (2) above.

               (a)  For purposes of this Section and Code Sections 401(a)(4),
410(b) and 401(m), if two or more plans of the Employer to which matching
contributions, Employee contributions, or both, are made are treated as one plan
for purposes of Code Sections 401(a)(4) or 410(b) (other than the average
benefits test under Code Section 410(b)(2)(A)(ii)), such plans shall be treated
as one plan. In addition, two or more plans of the Employer to which matching
contributions, Employee contributions, or both, are made may be considered as a
single plan for purposes of determining whether or not such plans satisfy Code
Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans must
satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though
such aggregated plans were a single plan. Plans may be aggregated under this
paragraph (e) only if they have the same plan year.

                                       80
<PAGE>

                    Notwithstanding the above, an employee stock ownership plan
described in Code Section 4975(e)(7) or 409 may not be aggregated with this Plan
for purposes of determining whether the employee stock ownership plan or this
Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

               (a)  If a Highly Compensated Participant is a Participant under
two or more plans (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7) or 409) which are maintained by the Employer or an
Affiliated Employer to which matching contributions, Employee contributions, or
both, are made, all such contributions on behalf of such Highly Compensated
Participant shall be aggregated for purposes of determining such Highly
Compensated Participant's actual contribution ratio. However, if the plans have
different plan years, this paragraph shall be applied by treating all plans
ending with or within the same calendar year as a single plan.

               (a)  For purposes of Sections 4.7(a) and 4.8, a Highly
Compensated Participant and Non-Highly Compensated Participant shall include any
Employee eligible to have Employer matching contributions pursuant to Section
4.1(b) (whether or not a deferral election was made or suspended pursuant to
Section 4.2(e)) or voluntary Employee contributions pursuant to Sections

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<PAGE>

4.12 and 4.13 (whether or not voluntary Employee contributions are made)
allocated to his account for the Plan Year.

     .1   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  In the event that the "Actual Contribution Percentage" for
the Highly Compensated Participant group exceeds the "Actual Contribution
Percentage" for the Non-Highly Compensated Participant group pursuant to Section
4.7(a), the Highly Compensated Participant having the greatest actual
contribution ratio shall have his actual contribution ratio reduced until one of
the tests set forth in Section 4.7(a) is satisfied, or until his actual
contribution ratio equals the actual contribution ratio of the Highly
Compensated Participant having the second largest actual contribution ratio.
This process shall continue until one of the tests set forth in Section 4.7(a)
is satisfied. Once one of the tests set forth in Section 4.7(a) is satisfied,
the total dollar amount of aggregate contributions represented by such reduction
or reductions in actual contribution ratio or ratios shall be identified as the
total amount of Excess Aggregate Contributions to be distributed and/or
forfeited. These Excess Aggregate Contributions will be attributed to and
distributed (with income), if vested, or forfeited (with income), if not vested
from the accounts of Highly Compensated Employees as follows. The matching

                                       82
<PAGE>

contribution for the Highly Compensated Employee with the largest matching
contribution shall be reduced until either a) the total amount of Excess
Aggregate Contributions is distributed, or b) the matching contributions for the
Highly Compensated Employee with the greatest matching contributions is reduced
to the level of the matching contributions for the Highly Compensated Employee
with the next greatest matching contributions. This process shall continue until
all Excess Aggregate Contributions are eliminated. Excess Aggregate
Contributions shall be distributed to or forfeited by Highly Compensated
Participants on or before the fifteenth day of the third month following the end
of the Plan Year, but in no event later than the close of the following Plan
Year.

          To the extent necessary to affect correction, distributions
          and forfeitures shall occur proportionately from the vested
          portion of a Highly Compensated Employee's aggregate
          contributions (and Income allocable to such contributions)
          and, if forfeitable, from the non-Vested Excess Aggregate
          Contributions attributable to Employer matching contributions
          (and Income allocable to such forfeitures).

                    If the correction of Excess Aggregate Contributions
attributable to Employer matching contributions is

                                       83
<PAGE>

not in proportion to the Vested and non-Vested portion of such contributions,
then the Vested portion of the Participant's Account attributable to Employer
matching contributions after the correction shall be subject to Section 6.5(g).

               (a)  Any distribution and/or forfeiture of less than the entire
amount of Excess Aggregate Contributions (and Income) shall be treated as a pro
rata distribution and/or forfeiture of Excess Aggregate Contributions and
Income. Distribution of Excess Aggregate Contributions shall be designated by
the Employer as a distribution of Excess Aggregate Contributions (and Income).
Forfeitures of Excess Aggregate Contributions shall be treated in accordance
with Section 4.4.

               (a)  Excess Aggregate Contributions attributable to amounts other
than voluntary Employee contributions, including forfeited matching
contributions, shall be treated as Employer contributions for purposes of Code
Sections 404 and 415 even if distributed from the Plan.

                    Forfeited matching contributions that are reallocated to
Participants' Accounts for the Plan Year in which the forfeiture occurs shall be
treated as an "annual addition" pursuant to Section 4.9(b) for the Participants
to whose Accounts they are reallocated and for the Participants from whose
Accounts

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<PAGE>

they are forfeited.

               (a)  For each Highly Compensated Participant, the amount of
Excess Aggregate Contributions is equal to the Employer matching contributions
made pursuant to Section 4.1(b), voluntary Employee contributions made pursuant
to Sections 4.12 and 4.13, Excess Contributions recharacterized as voluntary
Employee contributions pursuant to Section 4.6(a) and any qualified non-elective
contributions or elective deferrals taken into account pursuant to Section
4.7(c) on behalf of the Highly Compensated Participant (determined prior to the
application of this paragraph) minus the amount determined by multiplying the
Highly Compensated Participant's actual contribution ratio (determined after
application of this paragraph) by his "414(s) Compensation." The actual
contribution ratio must be rounded to the nearest one-hundredth of one percent.
In no case shall the amount of Excess Aggregate Contribution with respect to any
Highly Compensated Participant exceed the amount of Employer matching
contributions made pursuant to Section 4.1(b), voluntary Employee contributions
made pursuant to Sections 4.12 and 4.13, Excess Contributions recharacterized as
voluntary Employee contributions pursuant to Section 4.6(a) and any qualified
non-elective contributions or elective deferrals taken into account pursuant to
Section 4.7(c) on behalf of such Highly Compensated Participant for such Plan
Year.

                                       85
<PAGE>

               (a)  The determination of the amount of Excess Aggregate
Contributions with respect to any Plan Year shall be made after first
determining the Excess Contributions, if any, to be treated as voluntary
Employee contributions due to recharacterization for the plan year of any other
qualified cash or deferred arrangement (as defined in Code Section 401(k))
maintained by the Employer that ends with or within the Plan Year or which are
treated as voluntary Employee contributions due to recharacterization pursuant
to Section 4.6(a).

               (a)  If the determination and correction of Excess Aggregate
Contributions of a Highly Compensated Participant whose actual contribution
ratio is determined under the family aggregation rules, then the actual
contribution ratio shall be reduced and the Excess Aggregate Contributions for
the family unit shall be allocated among the Family Members in proportion to the
sum of Employer matching contributions made pursuant to Section 4.1(b),
voluntary Employee contributions made pursuant to Sections 4.12 and 4.13, Excess
Contributions recharacterized as voluntary Employee contributions pursuant to
Section 4.6(a) and any qualified non-elective contributions or elective
deferrals taken into account pursuant to Section 4.7(c) of each Family Member
that were combined to determine the group actual contribution ratio.

                                       86
<PAGE>

               (a)  If during a Plan Year the projected aggregate amount of
Employer matching contributions, voluntary Employee contributions and Excess
Contributions recharacterized as voluntary Employee contributions to be
allocated to all Highly Compensated Participants under this Plan would, by
virtue of the tests set forth in Section 4.7(a), cause the Plan to fail such
tests, then the Administrator may automatically reduce proportionately or in the
order provided in Section 4.8(a) each affected Highly Compensated Participant's
projected share of such contributions by an amount necessary to satisfy one of
the tests set forth in Section 4.7(a).

               (a)  Notwithstanding the above, within twelve (12) months after
the end of the Plan Year, the Employer may make a special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy one of the tests set forth in Section 4.7(a). Such
contribution shall be allocated to the Participant's Account of each Non-Highly
Compensated Participant in the same proportion that each Non-Highly Compensated
Participant's Compensation for the year bears to the total Compensation of all
Non-Highly Compensated Participants. A separate accounting of any special
Qualified Non-Elective Contribution shall be maintained in the Participant's
Account.

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<PAGE>

     .1   MAXIMUM ANNUAL ADDITIONS

               (a)  Notwithstanding the foregoing, the maximum "annual
additions" credited to a Participant's accounts for any "limitation year" shall
equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section
415(d) pursuant to the Regulations, or (2) twenty-five percent (25%) of the
Participant's "415 Compensation" for such "limitation year." For any short
"limitation year," the dollar limitation in (1) above shall be reduced by a
fraction, the numerator of which is the number of full months in the short
"limitation year" and the denominator of which is twelve (12).

               (a)  For purposes of applying the limitations of Code Section
415, "annual additions" means the sum credited to a Participant's accounts for
any "limitation year" of (1) Employer contributions, (2) Employee contributions,
(3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual
medical account, as defined in Code Section 415(l)(2) which is part of a pension
or annuity plan maintained by the Employer and (5) amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits
allocated to the separate account of a key employee (as defined in Code

                                       88
<PAGE>

Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section
419(e)) maintained by the Employer. Except, however, the "415 Compensation"
percentage limitation referred to in paragraph (a)(2) above shall not apply to:
(1) any contribution for medical benefits (within the meaning of Code Section
419A(f)(2)) after separation from service which is otherwise treated as an
"annual addition," or (2) any amount otherwise treated as an "annual addition"
under Code Section 415(l)(1).

               (a)  For purposes of applying the limitations of Code Section
415, the transfer of funds from one qualified plan to another is not an "annual
addition." In addition, the following are not Employee contributions for the
purposes of Section 4.9(b)(2): (1) rollover contributions (as defined in Code
Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans
made to a Participant from the Plan; (3) repayments of distributions received by
an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
distributions received by an Employee pursuant to Code Section 411(a)(3)(D)
(mandatory contributions); and (5) Employee contributions to a simplified
employee pension excludable from gross income under Code Section 408(k)(6).

               (a)  For purposes of applying the limitations of

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<PAGE>

Code Section 415, the "limitation year" shall be the Plan Year.

               (a)  For the purpose of this Section, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.

               (a)  For the purpose of this Section, if the Employer is a member
of a controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified
by Code Section 415(h)), is a member of an affiliated service group (as defined
by Code Section 414(m)), or is a member of a group of entities required to be
aggregated pursuant to Regulations under Code Section 414(o), all Employees of
such Employers shall be considered to be employed by a single Employer.

               (a)  For the purpose of this Section, if this Plan is a Code
Section 413(c) plan, each Employer who maintains this Plan will be considered to
be a separate Employer.

              (a)(1)  If a Participant participates in more than one defined
          contribution plan maintained by the

                                       90
<PAGE>

          Employer which have different Anniversary Dates, the maximum "annual
          additions" under this Plan shall equal the maximum "annual additions"
          for the "limitation year" minus any "annual additions" previously
          credited to such Participant's accounts during the "limitation year."

               (2)  If a Participant participates in both a defined contribution
plan subject to Code Section 412 and a defined contribution plan not subject to
Code Section 412 maintained by the Employer which have the same Anniversary
Date, "annual additions" will be credited to the Participant's accounts under
the defined contribution plan subject to Code Section 412 prior to crediting
"annual additions" to the Participant's accounts under the defined contribution
plan not subject to Code Section 412.

               (3)  If a Participant participates in more than one defined
contribution plan not subject to Code Section 412 maintained by the Employer
which have the same Anniversary Date, the maximum "annual additions" under this
Plan shall equal the product of (A) the maximum "annual additions" for the
"limitation year" minus any "annual additions" previously credited under
subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator
of which is the "annual additions" which would

                                       91
<PAGE>

be credited to such Participant's accounts under this Plan without regard to the
limitations of Code Section 415 and (ii) the denominator of which is such
"annual additions" for all plans described in this subparagraph.

               (a)  If an Employee is (or has been) a Participant in one or more
defined benefit plans and one or more defined contribution plans maintained by
the Employer, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any "limitation year" may not exceed 1.0.

               (a)  The defined benefit plan fraction for any "limitation year"
is a fraction, the numerator of which is the sum of the Participant's projected
annual benefits under all the defined benefit plans (whether or not terminated)
maintained by the Employer, and the denominator of which is the lesser of 125
percent of the dollar limitation determined for the "limitation year" under Code
Sections 415(b) and (d) or 140 percent of the highest average compensation,
including any adjustments under Code Section 415(b).

                    Notwithstanding the above, if the Participant was a
Participant as of the first day of the first "limitation year" beginning after
December 31, 1986, in one or more defined benefit plans maintained by the
Employer which were

                                       92
<PAGE>

in existence on May 6, 1986, the denominator of this fraction will not be less
than 125 percent of the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last "limitation year" beginning
before January 1, 1987, disregarding any changes in the terms and conditions of
the plan after May 5, 1986. The preceding sentence applies only if the defined
benefit plans individually and in the aggregate satisfied the requirements of
Code Section 415 for all "limitation years" beginning before January 1, 1987.

               (a)  The defined contribution plan fraction for any "limitation
year" is a fraction, the numerator of which is the sum of the annual additions
to the Participant's Account under all the defined contribution plans (whether
or not terminated) maintained by the Employer for the current and all prior
"limitation years" (including the annual additions attributable to the
Participant's nondeductible Employee contributions to all defined benefit plans,
whether or not terminated, maintained by the Employer, and the annual additions
attributable to all welfare benefit funds, as defined in Code Section 419(e),
and individual medical accounts, as defined in Code Section 415(l)(2),
maintained by the Employer), and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior "limitation years" of
service with the Employer (regardless of whether a defined contribution plan

                                       93
<PAGE>

was maintained by the Employer). The maximum aggregate amount in any "limitation
year" is the lesser of 125 percent of the dollar limitation determined under
Code Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or 35
percent of the Participant's Compensation for such year.

                    If the Employee was a Participant as of the end of the first
day of the first "limitation year" beginning after December 31, 1986, in one or
more defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if the
sum of this fraction and the defined benefit fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2) the
denominator of this fraction, will be permanently subtracted from the numerator
of this fraction. The adjustment is calculated using the fractions as they would
be computed as of the end of the last "limitation year" beginning before January
1, 1987, and disregarding any changes in the terms and conditions of the Plan
made after May 5, 1986, but using the Code Section 415 limitation applicable to
the first "limitation year" beginning on or after January 1, 1987. The annual
addition for any "limitation year" beginning before January 1, 1987 shall not be
recomputed to treat all Employee contributions as annual additions.

                                       94
<PAGE>

               (a)  Notwithstanding anything contained in this Section to the
contrary, the limitations, adjustments and other requirements prescribed in this
Section shall at all times comply with the provisions of Code Section 415 and
the Regulations thereunder, the terms of which are specifically incorporated
herein by reference.

     .1   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a)  If, as a result of a reasonable error in estimating a
Participant's Compensation, a reasonable error in determining the amount of
elective deferrals (within the meaning of Code Section 402(g)(3)) that may be
made with respect to any Participant under the limits of Section 4.9 or other
facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable,
the "annual additions" under this Plan would cause the maximum "annual
additions" to be exceeded for any Participant, the Administrator shall (1)
distribute any elective deferrals (within the meaning of Code Section 402(g)(3))
or return any Employee contributions (whether voluntary or mandatory), and for
the distribution of gains attributable to those elective deferrals and Employee
contributions, to the extent that the distribution or return would reduce the
"excess amount" in the Participant's accounts (2) hold any "excess

                                       95
<PAGE>

amount" remaining after the return of any elective deferrals or voluntary
Employee contributions in a "Section 415 suspense account" (3) use the "Section
415 suspense account" in the next "limitation year" (and succeeding "limitation
years" if necessary) to reduce Employer contributions for that Participant if
that Participant is covered by the Plan as of the end of the "limitation year,"
or if the Participant is not so covered, allocate and reallocate the "Section
415 suspense account" in the next "limitation year" (and succeeding "limitation
years" if necessary) to all Participants in the Plan before any Employer or
Employee contributions which would constitute "annual additions" are made to the
Plan for such "limitation year" (4) reduce Employer contributions to the Plan
for such "limitation year" by the amount of the "Section 415 suspense account"
allocated and reallocated during such "limitation year."

               (a)  For purposes of this Article, "excess amount" for any
Participant for a "limitation year" shall mean the excess, if any, of (1) the
"annual additions" which would be credited to his account under the terms of the
Plan without regard to the limitations of Code Section 415 over (2) the maximum
"annual additions" determined pursuant to Section 4.9.

               (a)  For purposes of this Section, "Section 415 suspense account"
shall mean an unallocated account equal to the

                                       96
<PAGE>

sum of "excess amounts" for all Participants in the Plan during the "limitation
year." The "Section 415 suspense account" shall not share in any earnings or
losses of the Trust Fund.

     .1   TRANSFERS FROM QUALIFIED PLANS

               (a)  With the consent of the Administrator, amounts may be
transferred from other qualified plans by Eligible Employees, provided that the
trust from which such funds are transferred permits the transfer to be made and
the transfer will not jeopardize the tax exempt status of the Plan or Trust or
create adverse tax consequences for the Employer. The amounts transferred shall
be set up in a separate account herein referred to as a "Participant's Rollover
Account." Such account shall be fully Vested at all times and shall not be
subject to Forfeiture for any reason. Effective April 1, 1999, amounts in a
Participant's Rollover Account are subject to the loan provisions of Section
7.4.

               (a)  Amounts in a Participant's Rollover Account shall be held by
the Trustee pursuant to the provisions of this Plan and may not be withdrawn by,
or distributed to the Participant, in whole or in part, except as provided in
paragraphs (c) and (d) of this Section.

                                       97
<PAGE>

               (a)  Except as permitted by Regulations (including Regulation
1.411(d)-4), amounts attributable to elective contributions (as defined in
Regulation 1.401(k)-1(g)(3)), including amounts treated as elective
contributions, which are transferred from another qualified plan in a plan-to-
plan transfer shall be subject to the distribution limitations provided for in
Regulation 1.401(k)-1(d).

               (a)  At Normal Retirement Date, or such other date when the
Participant or his Beneficiary shall be entitled to receive benefits, the fair
market value of the Participant's Rollover Account shall be used to provide
additional benefits to the Participant or his Beneficiary. Any distributions of
amounts held in a Participant's Rollover Account shall be made in a manner which
is consistent with and satisfies the provisions of Section 6.5, including, but
not limited to, all notice and consent requirements of Code Section 411(a)(11)
and the Regulations thereunder. Furthermore, such amounts shall be considered as
part of a Participant's benefit in determining whether an involuntary cash-out
of benefits without Participant consent may be made.

               (a)  The Administrator may direct that employee transfers made
after a valuation date be segregated into a separate account for each
Participant in a federally insured

                                       98
<PAGE>

savings account, certificate of deposit in a bank or savings and loan
association, money market certificate, or other short term debt security
acceptable to the Trustee until such time as the allocations pursuant to this
Plan have been made, at which time they may remain segregated or be invested as
part of the general Trust Fund, to be determined by the Administrator.

               (a)  For purposes of this Section, the term "qualified plan"
shall mean any tax qualified plan under Code Section 401(a). The term "amounts
transferred from other qualified plans" shall mean: (i) amounts transferred to
this Plan directly from another qualified plan; (ii) distributions from another
qualified plan which are eligible rollover distributions and which are either
transferred by the Employee to this Plan within sixty (60) days following his
receipt thereof or are transferred pursuant to a direct rollover; (iii) amounts
transferred to this Plan from a conduit individual retirement account provided
that the conduit individual retirement account has no assets other than assets
which (A) were previously distributed to the Employee by another qualified plan
as a lump-sum distribution (B) were eligible for tax-free rollover to a
qualified plan and (C) were deposited in such conduit individual retirement
account within sixty (60) days of receipt thereof and other than earnings on
said assets; and (iv) amounts distributed to the Employee from a conduit
individual retirement

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<PAGE>

account meeting the requirements of clause (iii) above, and transferred by the
Employee to this Plan within sixty (60) days of his receipt thereof from such
conduit individual retirement account.

               (a)  Prior to accepting any transfers to which this Section
          applies, the Administrator may require the Employee to establish that
          the amounts to be transferred to this Plan meet the requirements of
          this Section and may also require the Employee to provide an opinion
          of counsel satisfactory to the Employer that the amounts to be
          transferred meet the requirements of this Section.

               (a)  This Plan shall not accept any direct or indirect transfers
(as that term is defined and interpreted under Code Section 401(a)(11) and the
Regulations thereunder) from a defined benefit plan, money purchase plan
(including a target benefit plan), stock bonus or profit sharing plan which
would otherwise have provided for a life annuity form of payment to the
Participant.

               (a)  Notwithstanding anything herein to the contrary, a transfer
directly to this Plan from another qualified plan (or a transaction having the
effect of such a transfer)

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<PAGE>

shall only be permitted if it will not result in the elimination or reduction of
any "Section 411(d)(6) protected benefit" as described in Section 8.1.

     .1   MANDATORY CONTRIBUTIONS

               (a)  On and prior to March 31, 1999, as a condition of sharing in
Employer contributions, each Participant shall agree to contribute from $3.00 to
$20.00 per week of his Compensation to the Trustee. Such contribution shall be
credited to his "Employee Contribution Account" and shall share in Trust Fund
earnings and losses. "Employee Contribution Account" means the account
established by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's mandatory non-deductible
contributions made to pursuant to this Section 4.12.

               (b)  A Participant may increase or decrease his Employee
Contribution rate upon written notice to the Employer. The new rate shall become
effective in accordance with the procedures established by the Employer.

               (c)  The Employee Contribution Account shall be fully vested at
all times.

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<PAGE>

               (d)  A Participant may elect to withdraw funds from his Employee
Contribution Account. In the event such a withdrawal is made, he shall be barred
from making any additional Employee Contributions to the Trust Fund for a period
of 12 months. A Participant may commence contributing on the January 1st or July
1st following the 12 month period.

                         Withdrawals from a Participant's Employee Contribution
          Account shall not reduce the vested percentage of such Participant's
          Account balance attributable to minimum contributions made pursuant to
          Section 4.4.

               (e)  Withdrawals from Employee Contribution Accounts may be made
at any time during the Plan Year.

               (f)  In the event a Participant has received a hardship
distribution pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan
maintained by the Employer, then such Participant shall be barred from making
any Employee Contributions to the Trust Fund for a period of 12 months after
receipt of the distribution. A Participant may commence contributing on the
January 1st or July 1st following the 12 month period.

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<PAGE>

               (g)  A Participant may discontinue or reduce his Employee
          Contributions by notifying the Employer of his election at least 10
          days prior to the end of an applicable pay period in accordance with
          procedures established by the Employer.

               (h)  Any Participant who has elected to discontinue his Employee
          Contributions may resume making Employee Contributions on the
          following January 1st or July 1st after the effective date of such
          discontinuance.

               (i)  The Employer shall transfer Employee contributions to the
          Trustee as of the earliest date on which such contributions can be
          reasonably segregated from the Employer's general assets, but in any
          event within 15 business days following the end of the month in which
          such amounts would otherwise have been payable to the Participant in
          cash.

               (j)  Upon attainment of Normal Retirement Age, or such other date
          when the Participant or his Beneficiary shall be entitled to receive
          benefits, the fair market value of the Employee Contribution Account
          shall be used to provide additional benefits to the Participant

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<PAGE>

          or his Beneficiary.

               Any distributions of amounts held in an Employee Contribution
          Account shall be made in a manner which is consistent with and
          satisfies the provisions of Section 6.5, including, but not limited
          to, all notice and consent requirements of Code Section 411(a)(11) and
          the Regulations thereunder.

     .1   VOLUNTARY CONTRIBUTIONS

               (a)  On and after April 1, 1999, in order to allow Participants
the opportunity to increase their retirement income, each Participant may, at
the discretion of the Administrator, elect to voluntarily contribute a portion
of his after-tax compensation earned while a Participant under this Plan. A
Participant may elect to contribute a percentage of his after-tax compensation
provided that the combined percentage of voluntary contributions and Employee
Elective Contributions may not exceed 18% of a Participant's Compensation. Such
contributions shall be paid to the Trustee within a reasonable period of time
after the Employer receives the contribution. The balance in each Participant's
Voluntary Contribution Account shall be fully Vested at all times and shall not
be subject to

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<PAGE>

Forfeiture for any reason.

               (a)  A Participant may elect to withdraw his voluntary
contributions from his Voluntary Contribution Account and the actual earnings
thereon in a manner which is consistent with and satisfies the provisions of
Section 6.5, including, but not limited to, all notice and consent requirements
of Code Section 411(a)(11) and the Regulations thereunder. If the Administrator
maintains sub-accounts with respect to voluntary contributions (and earnings
thereon) which were made on or before a specified date, a Participant shall be
permitted to designate which sub-account shall be the source for his withdrawal.

                    In the event such a withdrawal is made, or in the event a
          Participant has received a hardship distribution from his
          Participant's Elective Account pursuant to Section 6.10(b) or pursuant
          to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained
          by the Employer, then such Participant shall be barred from making any
          voluntary contributions to the Trust Fund for a period of twelve (12)
          months after receipt of the withdrawal or distribution.

               (a)  At Normal Retirement Date, or such other date when the
Participant or his Beneficiary shall be entitled to

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<PAGE>

receive benefits, the fair market value of the Voluntary Contribution Account
shall be used to provide additional benefits to the Participant or his
Beneficiary.

               (a)  The Administrator may direct that voluntary contributions
made after a valuation date be segregated into a separate account for each
Participant in a federally insured savings account, certificate of deposit in a
bank or savings and loan association, money market certificate, or other short
term debt security acceptable to the Trustee until such time as the allocations
pursuant to this Plan have been made, at which time they may remain segregated
or be invested as part of the general Trust Fund, to be determined by the
Administrator.

     .1   DIRECTED INVESTMENT ACCOUNT

               (a)  Participants may, subject to a procedure established by the
Administrator (the Participant Direction Procedures) and applied in a uniform
nondiscriminatory manner, direct the Trustee to invest all of their accounts in
specific assets, specific funds or other investments permitted under the Plan
and the Participant Direction Procedures. That portion of the interest of any
Participant so directing will thereupon be considered a Participant's Directed
Account. On and before June 30, 1996, Mandatory Employee Contributions were
invested in the

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<PAGE>

Guaranteed Long Term Account.

               (a)  As of each Valuation Date, all Participant Directed Accounts
shall be charged or credited with the net earnings, gains, losses and expenses
as well as any appreciation or depreciation in the market value using publicly
listed fair market values when available or appropriate.

               (1)  To the extent that the assets in a Participant's Directed
Account are accounted for as pooled assets or investments, the allocation of
earnings, gains and losses of each Participant's Directed Account shall be based
upon the total amount of funds so invested, in a manner proportionate to the
Participant's share of such pooled investment.

               (2)  To the extent that the assets in the Participant's Directed
Account are accounted for as segregated assets, the allocation of earnings,
gains and losses from such assets shall be made on a separate and distinct
basis.

               (a)  The Participant Direction Procedures shall provide an
explanation of the circumstances under which Participants and their
Beneficiaries may give investment instructions, including, but need not be
limited to, the following:

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<PAGE>

               (1)  the conveyance of instructions by the Participants and their
Beneficiaries to invest Participant Directed Accounts in Directed Investments;

               (2)  the name, address and phone number of the Fiduciary (and, if
applicable, the person or persons designated by the Fiduciary to act on its
behalf) responsible for providing information to the Participant or a
Beneficiary upon request relating to the investments in Directed Investments;

               (3)  applicable restrictions on transfers to and from any
Designated Investment Alternative;

               (4)  any restrictions on the exercise of voting, tender and
similar rights related to a Directed Investment by the Participants or their
Beneficiaries;

               (5)  a description of any transaction fees and expenses which
affect the balances in Participant Directed Accounts in connection with the
purchase or sale of Directed Investments; and

               (6)  general procedures for the dissemination of investment and
other information relating to the Designated

                                      108
<PAGE>

Investment Alternatives as deemed necessary or appropriate, including but not
limited to a description of the following:

                    (i)    the investment vehicles available under the Plan,
including specific information regarding any Designated Investment Alternative;

                    (ii)   any designated Investment Managers; and

                    (iii)  a description of the additional information which may
be obtained upon request from the Fiduciary designated to provide such
information.

               (a)  Any information regarding investments available under the
Plan, to the extent not required to be described in the Participant Direction
Procedures, may be provided to the Participant in one or more written documents
which are separate from the Participant Direction Procedures and are not thereby
incorporated by reference into this Plan.

               (a)  The Administrator may, at its discretion, include in or
exclude by amendment or other action from the Participant Direction Procedures
such instructions, guidelines or policies as it deems necessary or appropriate
to ensure proper

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<PAGE>

administration of the Plan, and may interpret the same accordingly.

                                   ARTICLE I

                                  VALUATIONS

     .1   VALUATION OF THE TRUST FUND

               The Administrator shall direct the Trustee, as of each Valuation
Date, to determine the net worth of the assets comprising the Trust Fund as it
exists on the Valuation Date. In determining such net worth, the Trustee shall
value the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund. The Trustee may
update the value of any shares held in the Participant Directed Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date.

     .1   METHOD OF VALUATION

               In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the

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<PAGE>

same at the prices they were last traded on such exchange preceding the close of
business on the Valuation Date. If such securities were not traded on the
Valuation Date, or if the exchange on which they are traded was not open for
business on the Valuation Date, then the securities shall be valued at the
prices at which they were last traded prior to the Valuation Date. Any unlisted
security held in the Trust Fund shall be valued at its bid price next preceding
the close of business on the Valuation Date, which bid price shall be obtained
from a registered broker or an investment banker. In determining the fair market
value of assets other than securities for which trading or bid prices can be
obtained, the Trustee may appraise such assets itself, or in its discretion,
employ one or more appraisers for that purpose and rely on the values
established by such appraiser or appraisers.

                                   ARTICLE I

                  DETERMINATION AND DISTRIBUTION OF BENEFITS

     .1   DETERMINATION OF BENEFITS UPON RETIREMENT

               Every Participant may terminate his employment with the Employer
and retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the Employer to
a later date,

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<PAGE>

in which event the participation of such Participant in the Plan, including the
right to receive allocations pursuant to Section 4.4, shall continue until his
Late Retirement Date. Upon a Participant's Retirement Date, or as soon
thereafter as is practicable, the Trustee shall distribute, at the election of
the Participant, all amounts credited to such Participant's Combined Account in
accordance with Section 6.5.

     .1   DETERMINATION OF BENEFITS UPON DEATH

               (a)  Upon the death of a Participant before his Retirement Date
or other termination of his employment, all amounts credited to such
Participant's Combined Account shall become fully Vested. The Administrator
shall direct the Trustee, in accordance with the provisions of Sections 6.6 and
6.7, to distribute the value of the deceased Participant's accounts to the
Participant's Beneficiary.

               (a)  Upon the death of a Former Participant, the Administrator
shall direct the Trustee, in accordance with the provisions of Sections 6.6 and
6.7, to distribute any remaining Vested amounts credited to the accounts of a
deceased Former Participant to such Former Participant's Beneficiary.

               (a)  Any security interest held by the Plan by

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<PAGE>

reason of an outstanding loan to the Participant or Former Participant shall be
taken into account in determining the amount of the death benefit.

               (a)  The Administrator may require such proper proof of death and
such evidence of the right of any person to receive payment of the value of the
account of a deceased Participant or Former Participant as the Administrator may
deem desirable. The Administrator's determination of death and of the right of
any person to receive payment shall be conclusive.

               (a)  The Beneficiary of the death benefit payable pursuant to
this Section shall be the Participant's spouse. Except, however, the Participant
may designate a Beneficiary other than his spouse if:

               (1)  the spouse has waived the right to be the Participant's
Beneficiary, or

               (2)  the Participant is legally separated or has been abandoned
(within the meaning of local law) and the Participant has a court order to such
effect (and there is no "qualified domestic relations order" as defined in Code
Section 414(p) which provides otherwise), or

                                      113
<PAGE>

               (3)  the Participant has no spouse, or

               (4)  the spouse cannot be located.

                    In such event, the designation of a Beneficiary shall be
made on a form satisfactory to the Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Administrator. However, the
Participant's spouse must again consent in writing to any change in Beneficiary
unless the original consent acknowledged that the spouse had the right to limit
consent only to a specific Beneficiary and that the spouse voluntarily elected
to relinquish such right. In the event no valid designation of Beneficiary
exists at the time of the Participant's death, the death benefit shall be
payable to his estate.

               (a)  Any consent by the Participant's spouse to waive any rights
          to the death benefit must be in writing, must acknowledge the effect
          of such waiver, and be witnessed by a Plan representative or a notary
          public. Further, the spouse's consent must be irrevocable and must
          acknowledge the specific nonspouse Beneficiary.

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<PAGE>

     .1   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

               In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

     .1   DETERMINATION OF BENEFITS UPON TERMINATION

               (a)  If a Participant's employment with the Employer is
terminated for any reason other than death, Total and Permanent Disability or
retirement, such Participant shall be entitled to such benefits as are provided
hereinafter pursuant to this Section 6.4.

                    Distribution of the funds due to a Terminated
Participant shall be made on the occurrence of an event which would result in
the distribution had the Terminated Participant remained in the employ of the
Employer (upon the Participant's death, Total and Permanent Disability or Normal

                                      115
<PAGE>

Retirement). However, at the election of the Participant, the Administrator
shall direct the Trustee to cause the entire Vested portion of the Terminated
Participant's Combined Account to be payable to such Terminated Participant. Any
distribution under this paragraph shall be made in a manner which is consistent
with and satisfies the provisions of Section 6.5, including, but not limited to,
all notice and consent requirements of Code Section 411(a)(11) and the
Regulations thereunder.

                    If the value of a Terminated Participant's Vested benefit
derived from Employer and Employee contributions does not exceed $3,500 ($5,000
on and after January 1, 1998) and has never exceeded $3,500 ($5,000 on and after
January 1, 1998) at the time of any prior distribution, the Administrator shall
direct the Trustee to cause the entire Vested benefit to be paid to such
Participant in a single lump sum.

                    For purposes of this Section 6.4, if the value of a
Terminated Participant's Vested benefit is zero, the Terminated Participant
shall be deemed to have received a distribution of such Vested benefit.

               (a)  The Vested portion of any Participant's Account shall be a
percentage of the total amount credited to his Participant's Account determined
on the basis of the

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<PAGE>

Participant's number of whole years of his Period of Service according to the
following schedule:

                               Vesting Schedule

                       Periods of Service         Percentage

                       Less than 3
                       3                            30 %
                       4                            40 %
                       5                            60 %
                       6                            80 %
                       7                           100 %

               (a)  Notwithstanding the vesting attributable to Employer
matching contributions provided for in paragraph 6.4(b) above, for any Top Heavy
Plan Year, the Vested portion of the Participant's Account attributable to
Employer matching contributions of any Participant who has an Hour of Service
after the Plan becomes top heavy shall be a percentage of the amount credited to
his Participant's Account attributable to Employer matching contributions
determined on the basis of the Participant's number of whole years of his Period
of Service according to the following schedule:

                               Vesting Schedule

                                      117
<PAGE>

                       Periods of Service         Percentage

                       Less than 20 %
                       2                            20 %
                       3                            40 %
                       4                            60 %
                       5                            80 %
                       6                           100 %

               If in any subsequent Plan Year, the Plan ceases to be a Top Heavy
Plan, the Administrator shall revert to the vesting schedule in effect before
this Plan became a Top Heavy Plan. Any such reversion shall be treated as a Plan
amendment pursuant to the terms of the Plan.

               (a)  Notwithstanding the vesting schedule above, the Vested
percentage of a Participant's Account shall not be less than the Vested
percentage attained as of the later of the effective date or adoption date of
this amendment and restatement.

               (a)  Notwithstanding the vesting schedule above, upon the
complete discontinuance of the Employer contributions to the Plan or upon any
full or partial termination of the Plan, all amounts credited to the account of
any affected Participant shall

                                      118
<PAGE>

become 100% Vested and shall not thereafter be subject to Forfeiture.

               (a)  The computation of a Participant's nonforfeitable percentage
of his interest in the Plan shall not be reduced as the result of any direct or
indirect amendment to this Plan. For this purpose, the Plan shall be treated as
having been amended if the Plan provides for an automatic change in vesting due
to a change in top heavy status. In the event that the Plan is amended to change
or modify any vesting schedule, a Participant with at least three (3) whole
years of his Period of Service as of the expiration date of the election period
may elect to have his nonforfeitable percentage computed under the Plan without
regard to such amendment. If a Participant fails to make such election, then
such Participant shall be subject to the new vesting schedule. The Participant's
election period shall commence on the adoption date of the amendment and shall
end 60 days after the latest of:

               (1)  the adoption date of the amendment,

               (2)  the effective date of the amendment, or

               (3)  the date the Participant receives written notice of the
amendment from the Employer or Administrator.

                                      119
<PAGE>

               (a)(1)  If any Former Participant shall be reemployed by the
Employer before a 1-Year Break in Service occurs, he shall continue to
participate in the Plan in the same manner as if such termination had not
occurred.

               (2)  If any Former Participant shall be reemployed by the
Employer before five (5) consecutive 1-Year Breaks in Service, and such Former
Participant had received, or was deemed to have received, a distribution of his
entire Vested interest prior to his reemployment, his forfeited account shall be
reinstated only if he repays the full amount distributed to him before the
earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by the Employer or the close of the first period of five
(5) consecutive 1-Year Breaks in Service commencing after the distribution, or
in the event of a deemed distribution, upon the reemployment of such Former
Participant. In the event the Former Participant does repay the full amount
distributed to him, or in the event of a deemed distribution, the undistributed
portion of the Participant's Account must be restored in full, unadjusted by any
gains or losses occurring subsequent to the Valuation Date coinciding with or
preceding his termination. The source for such reinstatement shall first be any
Forfeitures occurring during the year. If such source is insufficient, then the
Employer shall

                                      120
<PAGE>

contribute an amount which is sufficient to restore any such forfeited Accounts.

               (3)  If any Former Participant is reemployed after a 1-Year Break
in Service has occurred, Periods of Service shall include Periods of Service
prior to his 1-Year Break in Service subject to the following rules:

                    (i)   If a Former Participant has a 1-Year Break in Service,
his pre-break and post-break service shall be used for computing Periods of
Service for eligibility and for vesting purposes only after he has been employed
for one (1) Period of Service following the date of his reemployment with the
Employer;

                    (ii)  Any Former Participant who under the Plan does not
have a nonforfeitable right to any interest in the Plan resulting from Employer
contributions shall lose credits otherwise allowable under (i) above if his
consecutive 1-Year Breaks in Service equal or exceed the greater of (A) five (5)
or (B) the aggregate number of his pre-break Periods of Service;

                    (iii) After five (5) consecutive 1-Year Breaks in Service, a
Former Participant's Vested Account balance attributable to pre-break service
shall not be increased as a

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<PAGE>

result of post-break service;

                    (iv)  If a Former Participant is reemployed by the Employer,
he shall participate in the Plan immediately on his date of reemployment;

                    (v)   If a Former Participant (a 1-Year Break in Service
previously occurred, but employment had not terminated) is credited with an Hour
of Service after the first eligibility computation period in which he incurs a
1-Year Break in Service, he shall participate in the Plan immediately.

               (a)  In determining Periods of Service for purposes of vesting
under the Plan, Periods of Service prior to the Effective Date of the Plan shall
be excluded.

     .1   DISTRIBUTION OF BENEFITS

               (a)  The Administrator, pursuant to the election of the
Participant, shall direct the Trustee to distribute to a Participant or his
Beneficiary any amount to which he is entitled under the Plan in one or more of
the following methods:

               (1)  One lump-sum payment in cash.

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<PAGE>

               (2)  Payments over a period certain in monthly, quarterly,
semiannual, or annual cash installments. In order to provide such installment
payments, the Administrator may (A) segregate the aggregate amount thereof in a
separate, federally insured savings account, certificate of deposit in a bank or
savings and loan association, money market certificate or other liquid short-
term security or (B) purchase a nontransferable annuity contract for a term
certain (with no life contingencies) providing for such payment. The period over
which such payment is to be made shall not extend beyond the Participant's life
expectancy (or the life expectancy of the Participant and his designated
Beneficiary).

               (a)  Any distribution to a Participant who has a benefit which
exceeds, or has ever exceeded, $3,500 ($5,000 on and after January 1, 1998) at
the time of any prior distribution shall require such Participant's consent if
such distribution commences prior to the later of his Normal Retirement Age or
age 62. With regard to this required consent:

               (1)  The Participant must be informed of his right to defer
receipt of the distribution. If a Participant fails to consent, it shall be
deemed an election to defer the commencement of payment of any benefit. However,
any election to defer the receipt of benefits shall not apply with respect to

                                      123
<PAGE>

distributions which are required under Section 6.5(c).

               (2)  Notice of the rights specified under this paragraph shall be
provided no less than 30 days and no more than 90 days before the date the
distribution commences.

               (3)  Written consent of the Participant to the distribution must
not be made before the Participant receives the notice and must not be made more
than 90 days before the date the distribution commences.

               (4)  No consent shall be valid if a significant detriment is
imposed under the Plan on any Participant who does not consent to the
distribution.

               Any such distribution may commence less than 30 days after the
notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the
Administrator clearly informs the Participant that the Participant has a right
to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and (2) the Participant, after receiving the
notice, affirmatively elects a distribution.

                                      124
<PAGE>

               (a)  Notwithstanding any provision in the Plan to the contrary,
the distribution of a Participant's benefits shall be made in accordance with
the following requirements and shall otherwise comply with Code Section
401(a)(9) and the Regulations thereunder (including Regulation 1.401(a)(9)-2),
the provisions of which are incorporated herein by reference:

               (1)  A Participant's benefits shall be distributed or must begin
to be distributed to him not later than April 1st of the calendar year following
the later of (i) the calendar year in which the Participant attains age 70 1/2
or (ii) the calendar year in which the Participant retires, provided, however,
that this clause (ii) shall not apply in the case of a Participant who is a
"five (5) percent owner" at any time during the five (5) Plan Year period ending
in the calendar year in which he attains age 70 1/2 or, in the case of a
Participant who becomes a "five (5) percent owner" during any subsequent Plan
Year, clause (ii) shall no longer apply and the required beginning date shall be
the April 1st of the calendar year following the calendar year in which such
subsequent Plan Year ends. Such distributions shall be equal to or greater than
any required distribution. Notwithstanding the foregoing, but only on and before
December 31, 1996, clause (ii) above shall not apply to any Participant unless
the Participant had attained age 70 1/2 before January 1, 1988 and was not a
"five (5) percent

                                      125
<PAGE>

owner" at any time during the Plan Year ending with or within the calendar year
in which the Participant attained age 66 1/2 or any subsequent Plan Year.

               Alternatively, distributions to a Participant must begin no later
than the applicable April 1st as determined under the preceding paragraph and
must be made over a period certain measured by the life expectancy of the
Participant (or the life expectancies of the Participant and his designated
Beneficiary) in accordance with Regulations.

               (2)  Distributions to a Participant and his Beneficiaries shall
only be made in accordance with the incidental death benefit requirements of
Code Section 401(a)(9)(G) and the Regulations thereunder.

               (a)  For purposes of this Section, the life expectancy of a
Participant and a Participant's spouse may, at the election of the Participant
or the Participant's spouse, be redetermined in accordance with Regulations. The
election, once made, shall be irrevocable. If no election is made by the time
distributions must commence, then the life expectancy of the Participant and the
Participant's spouse shall not be subject to recalculation. Life expectancy and
joint and last survivor expectancy shall be computed using the return multiples
in Tables

                                      126
<PAGE>

V and VI of Regulation 1.72-9.

               (a)  The restrictions imposed by this Section shall not apply if
a Participant has, prior to January 1, 1984, made a written designation to have
his retirement benefit paid in an alternative method acceptable under Code
Section 401(a) as in effect prior to the enactment of the Tax Equity and Fiscal
Responsibility Act of 1982. Any such written designation made by a Participant
shall be binding upon the Plan Administrator notwithstanding any contrary
provision of Section 6.5.

               (a)  All annuity Contracts under this Plan shall be non-
transferable when distributed. Furthermore, the terms of any annuity Contract
purchased and distributed to a Participant or spouse shall comply with all of
the requirements of the Plan.

               (a)  If a distribution is made at a time when a Participant is
not fully Vested in his Participant's Account and the Participant may increase
the Vested percentage in such account:

               (1)  a separate account shall be established for the
Participant's interest in the Plan as of the time of the distribution; and

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<PAGE>

               (2)  at any relevant time, the Participant's Vested portion of
the separate account shall be equal to an amount ("X") determined by the
formula:

                     X equals P(AB plus (R x D)) - (R x D)

               For purposes of applying the formula: P is the Vested percentage
at the relevant time, AB is the account balance at the relevant time, D is the
amount of distribution, and R is the ratio of the account balance at the
relevant time to the account balance after distribution.

     .1   DISTRIBUTION OF BENEFITS UPON DEATH

               (a)  (1)  The death benefit payable pursuant to Section 6.2 shall
be paid to the Participant's Beneficiary within a reasonable time after the
Participant's death by either of the following methods, as elected by the
Participant (or if no election has been made prior to the Participant's death,
by his Beneficiary) subject, however, to the rules specified in Section 6.6(b):

                    (i)  One lump-sum payment in cash.

                    (ii) Payment in monthly, quarterly,

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<PAGE>

semi-annual, or annual cash installments over a period to be determined by the
Participant or his Beneficiary. After periodic installments commence, the
Beneficiary shall have the right to direct the Trustee to reduce the period over
which such periodic installments shall be made, and the Trustee shall adjust the
cash amount of such periodic installments accordingly.

               (2)  In the event the death benefit payable pursuant to Section
6.2 is payable in installments, then, upon the death of the Participant, the
Administrator may direct the Trustee to segregate the death benefit into a
separate account, and the Trustee shall invest such segregated account
separately, and the funds accumulated in such account shall be used for the
payment of the installments.

               (a)  Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in accordance with
the following requirements and shall otherwise comply with Code Section
401(a)(9) and the Regulations thereunder. If it is determined pursuant to
Regulations that the distribution of a Participant's interest has begun and the
Participant dies before his entire interest has been distributed to him, the
remaining portion of such interest shall be distributed at least as rapidly as
under the method of distribution selected pursuant to Section 6.5 as of his date
of

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<PAGE>

death. If a Participant dies before he has begun to receive any distributions of
his interest under the Plan or before distributions are deemed to have begun
pursuant to Regulations, then his death benefit shall be distributed to his
Beneficiaries by December 31st of the calendar year in which the fifth
anniversary of his date of death occurs.

                    However, in the event that the Participant's spouse
(determined as of the date of the Participant's death) is his Beneficiary, then
in lieu of the preceding rules, distributions must be made over a period not
extending beyond the life expectancy of the spouse and must commence on or
before the later of: (1) December 31st of the calendar year immediately
following the calendar year in which the Participant died; or (2) December 31st
of the calendar year in which the Participant would have attained age 70 1/2. If
the surviving spouse dies before distributions to such spouse begin, then the 5-
year distribution requirement of this Section shall apply as if the spouse was
the Participant.

               (a)  For purposes of this Section, the life expectancy of a
Participant and a Participant's spouse may, at the election of the Participant
or the Participant's spouse, be redetermined in accordance with Regulations. The
election, once made, shall be irrevocable. If no election is made by the time

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<PAGE>

distributions must commence, then the life expectancy of the Participant and the
Participant's spouse shall not be subject to recalculation. Life expectancy and
joint and last survivor expectancy shall be computed using the return multiples
in Tables V and VI of Regulation 1.72-9.

               (a)  Subject to the spouse's right of consent afforded under the
Plan, the restrictions imposed by this Section shall not apply if a Participant
has, prior to January 1, 1984, made a written designation to have his death
benefits paid in an alternative method acceptable under Code Section 401(a) as
in effect prior to the enactment of the Tax Equity and Fiscal Responsibility Act
of 1982.

     .1   TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution or to commence a series of payments the distribution or
series of payments may be made or begun as soon as is practicable. However,
unless a Former Participant elects in writing to defer the receipt of benefits
(such election may not result in a death benefit that is more than incidental),
the payment of benefits shall begin not later than the 60th day after the close
of the Plan Year in which the latest of the following events occurs: (a) the
date on which the

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Participant attains the earlier of age 65 or the Normal Retirement Age specified
herein; (b) the 10th anniversary of the year in which the Participant commenced
participation in the Plan; or (c) the date the Participant terminates his
service with the Employer.

 .1   DISTRIBUTION FOR MINOR BENEFICIARY

          In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

 .1   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of

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<PAGE>

age 62 or his Normal Retirement Age, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the amount
so distributable shall be treated as a Forfeiture pursuant to the Plan. In the
event a Participant or Beneficiary is located subsequent to his benefit being
reallocated, such benefit shall be restored unadjusted for earnings or losses.

 .1   ADVANCE DISTRIBUTION FOR HARDSHIP

          (a) On and before March 31, 1999, the Administrator, at the election
of the Participant, shall direct the Trustee to distribute to any Participant in
any one Plan Year, up to the lesser of 100% of his vested portion of his
Employer Non-Elective Account valued as of the last Valuation Date or the amount
necessary to satisfy the immediate and heavy financial need of the Participant,
and the Participant's Employer Non-Elective account shall be reduced
accordingly.

               On and after April 1, 1999, the Administrator, at the
     election of the Participant,

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<PAGE>

     shall direct the Trustee to distribute to any Participant in any one Plan
     Year, in the following order, up to the lesser of 100% of his 1) Voluntary
     Contribution account, 2) effective April 1, 1999, Participant's Rollover
     Account, 3) Participant's Elective Account, and 4) vested portion of a
     Participant's Employer Non-Elective Account, all valued as of the last
     Valuation Date or the amount necessary to satisfy the immediate and heavy
     financial need of the Participant. Any distribution made pursuant to this
     Section shall be deemed to be made as of the first day of the Plan Year or,
     if later, the Valuation Date immediately preceding the date of
     distribution, and the Participant's Elective Account and Participant's
     Rollover Account shall be reduced accordingly.

     Withdrawal under this Section shall be authorized only if the distribution
     is on account of:

          (1) Expenses for medical care described in Code Section 213(d)
previously incurred by the Participant, his spouse, or any of his dependents (as
defined in Code Section 152) or necessary for these persons to obtain medical
care;

          (2) The costs directly related to the purchase

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<PAGE>

of a principal residence for the Participant (excluding mortgage payments);

          (3)  Payment of tuition, related educational fees, and room and board
expenses for the next twelve (12) months of post-secondary education for the
Participant, his spouse, children, or dependents; or

          (4)  Payments necessary to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of the Participant's
principal residence.

          (5)  Funeral expenses for a member of the Participant's family.

          (a)  No distribution shall be made pursuant to this Section unless the
Administrator, based upon the Participant's representation and such other facts
as are known to the Administrator, determines that all of the following
conditions are satisfied:

          (1)  The distribution is not in excess of the amount of the immediate
and heavy financial need of the Participant. The amount of the immediate and
heavy financial need may include any amounts necessary to pay any federal,
state, or local income taxes or penalties reasonably anticipated to result

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<PAGE>

from the distribution;

          (2) The Participant has obtained all distributions, other than
hardship distributions, and all nontaxable (at the time of the loan) loans
currently available under all plans maintained by the Employer;

          (3) The Plan, and all other plans maintained by the Employer, provide
that the Participant's elective deferrals and voluntary Employee contributions
will be suspended for at least twelve (12) months after receipt of the hardship
distribution or, the Participant, pursuant to a legally enforceable agreement,
will suspend his elective deferrals and voluntary Employee contributions to the
Plan and all other plans maintained by the Employer for at least twelve (12)
months after receipt of the hardship distribution; and

          (4) The Plan, and all other plans maintained by the Employer, provide
that the Participant may not make elective deferrals for the Participant's
taxable year immediately following the taxable year of the hardship distribution
in excess of the applicable limit under Code Section 402(g) for such next
taxable year less the amount of such Participant's elective deferrals for the
taxable year of the hardship distribution.

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<PAGE>

               (a) Notwithstanding the above, distributions from the
Participant's Elective Account pursuant to this Section shall be limited, as of
the date of distribution, to the Participant's Elective Account as of the end of
the last Plan Year ending before July 1, 1989, plus the total Participant's
Deferred Compensation after such date, reduced by the amount of any previous
distributions pursuant to this Section.

               (a) Any distribution made pursuant to this Section shall be made
in a manner which is consistent with and satisfies the provisions of Section
6.5, including, but not limited to, all notice and consent requirements of Code
Section 411(a)(11) and the Regulations thereunder.

 .1   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations

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<PAGE>

order" and "earliest retirement age" shall have the meaning set forth under Code
Section 414(p).

                                   ARTICLE I

                                    TRUSTEE

 .1   BASIC RESPONSIBILITIES OF THE TRUSTEE

                (a) The Trustee shall have the following categories of
responsibilities:

                (1) Consistent with the "funding policy and method" determined
by the Employer, to invest, manage, and control the Plan assets subject,
however, to the direction of a Participant with respect to his Participant
Directed Accounts, the Employer or an Investment Manager appointed by the
Employer or any agent of the Employer;

                (2) At the direction of the Administrator, to pay benefits
required under the Plan to be paid to Participants, or, in the event of their
death, to their Beneficiaries; and

                (3) To maintain records of receipts and disbursements and
furnish to the Employer and/or Administrator for each Plan Year a written annual
report per Section 7.7.

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<PAGE>

          (a) In the event that the Trustee shall be directed by a Participant
(pursuant to the Participant Direction Procedures), or the Employer, or an
Investment Manager or other agent appointed by the Employer with respect to the
investment of any or all Plan assets, the Trustee shall have no liability with
respect to the investment of such assets, but shall be responsible only to
execute such investment instructions as so directed.


          (1) The Trustee shall be entitled to rely fully on the written
          instructions of a Participant (pursuant to the Participant Direction
          Procedures), or the Employer, or any Fiduciary or nonfiduciary agent
          of the Employer, in the discharge of such duties, and shall not be
          liable for any loss or other liability, resulting from such direction
          (or lack of direction) of the investment of any part of the Plan
          assets.

          (2) The Trustee may delegate the duty to execute such instructions to
any nonfiduciary agent, which may be an affiliate of the Trustee or any Plan
representative.

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<PAGE>

          (3) The Trustee may refuse to comply with any direction from the
Participant in the event the Trustee, in its sole and absolute discretion, deems
such directions improper by virtue of applicable law. The Trustee shall not be
responsible or liable for any loss or expense which may result from the
Trustee's refusal or failure to comply with any directions from the Participant.

          (4) Any costs and expenses related to compliance with the
Participant's directions shall be borne by the Participant's Directed Account,
unless paid by the Employer.

          (a) If there shall be more than one Trustee, they shall act by a
majority of their number, but may authorize one or more of them to sign papers
on their behalf.

 .1   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

          (a) The Trustee shall invest and reinvest the Trust Fund to keep the
Trust Fund invested without distinction between principal and income and in such
securities or property, real or personal, wherever situated, as the Trustee
shall deem advisable, including, but not limited to, stocks, common or
preferred, bonds and other evidences of indebtedness or ownership, and real
estate or any interest therein. The Trustee

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<PAGE>

shall at all times in making investments of the Trust Fund consider, among other
factors, the short and long-term financial needs of the Plan on the basis of
information furnished by the Employer. In making such investments, the Trustee
shall not be restricted to securities or other property of the character
expressly authorized by the applicable law for trust investments; however, the
Trustee shall give due regard to any limitations imposed by the Code or the Act
so that at all times the Plan may qualify as a qualified Profit Sharing Plan and
Trust.

          (a) The Trustee may employ a bank or trust company pursuant to the
terms of its usual and customary bank agency agreement, under which the duties
of such bank or trust company shall be of a custodial, clerical and record-
keeping nature.

          (a) With respect to assets in a Participant's Directed Investment
Account, the Participant or Beneficiary shall direct the Trustee with regard to
any voting, tender and similar rights associated with the ownership of such
assets, (i.e., the "Stock Right(s)") as follows:


          (1) Each Participant or Beneficiary shall direct the Trustee to vote
          or otherwise exercise such

                                      141
<PAGE>

          Stock Rights in accordance with the provisions, conditions and terms
          of any such Stock Right(s).

          (2) Such directions shall be provided to the Trustee by the
Participant or Beneficiary in accordance with the procedure as established by
the Administrator. The Trustee shall vote or otherwise exercise such Stock
Right(s) with respect to which it has received directions to do so under this
Section.

          (3) To the extent to which a Participant or Beneficiary does not
instruct the Trustee or does not issue valid directions to the Trustee to vote
or otherwise exercise such Stock Right(s), such Participants or Beneficiaries
shall be deemed to have directed the Trustee that such Stock Rights remain
nonvoted and unexercised.

 .1   OTHER POWERS OF THE TRUSTEE

          The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

          (a) To purchase, or subscribe for, any securities or other property
and to retain the same. In

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<PAGE>

conjunction with the purchase of securities, margin accounts may be opened and
maintained;

          (a) To sell, exchange, convey, transfer, grant options to purchase, or
otherwise dispose of any securities or other property held by the Trustee, by
private contract or at public auction. No person dealing with the Trustee shall
be bound to see to the application of the purchase money or to inquire into the
validity, expediency, or propriety of any such sale or other disposition, with
or without advertisement;

          (a) To vote upon any stocks, bonds, or other securities; to give
general or special proxies or powers of attorney with or without power of
substitution; to exercise any conversion privileges, subscription rights or
other options, and to make any payments incidental thereto; to oppose, or to
consent to, or otherwise participate in, corporate reorganizations or other
changes affecting corporate securities, and to delegate discretionary powers,
and to pay any assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities, or other property. However, the Trustee shall not vote proxies
relating to securities for which it has not been assigned full investment
management responsibilities. In those cases where another party has such
investment authority or discretion, the Trustee will

                                      143
<PAGE>

deliver all proxies to said party who will then have full responsibility for
voting those proxies;

          (a) To cause any securities or other property to be registered in the
Trustee's own name or in the name of one or more of the Trustee's nominees, and
to hold any investments in bearer form, but the books and records of the Trustee
shall at all times show that all such investments are part of the Trust Fund;

          (a) To borrow or raise money for the purposes of the Plan in such
amount, and upon such terms and conditions, as the Trustee shall deem advisable;
and for any sum so borrowed, to issue a promissory note as Trustee, and to
secure the repayment thereof by pledging all, or any part, of the Trust Fund;
and no person lending money to the Trustee shall be bound to see to the
application of the money lent or to inquire into the validity, expediency, or
propriety of any borrowing;

          (a) To keep such portion of the Trust Fund in cash or cash balances as
the Trustee may, from time to time, deem to be in the best interests of the
Plan, without liability for interest thereon;

          (a) To accept and retain for such time as the

                                      144
<PAGE>

Trustee may deem advisable any securities or other property received or acquired
as Trustee hereunder, whether or not such securities or other property would
normally be purchased as investments hereunder;

          (a) To make, execute, acknowledge, and deliver any and all documents
of transfer and conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted;

          (a) To settle, compromise, or submit to arbitration any claims, debts,
or damages due or owing to or from the Plan, to commence or defend suits or
legal or administrative proceedings, and to represent the Plan in all suits and
legal and administrative proceedings;

          (a) To employ suitable agents and counsel and to pay their reasonable
expenses and compensation, and such agent or counsel may or may not be agent or
counsel for the Employer;

          (a) To apply for and procure from responsible insurance companies, to
be selected by the Administrator, as an investment of the Trust Fund such
annuity, or other Contracts (on the life of any Participant) as the
Administrator shall deem proper; to exercise, at any time or from time to time,
whatever

                                      145
<PAGE>

rights and privileges may be granted under such annuity, or other Contracts; to
collect, receive, and settle for the proceeds of all such annuity or other
Contracts as and when entitled to do so under the provisions thereof;

          (a) To invest funds of the Trust in time deposits or savings accounts
bearing a reasonable rate of interest in the Trustee's bank;

          (a) To invest in Treasury Bills and other forms of United States
government obligations;

          (a) To invest in shares of investment companies registered under the
Investment Company Act of 1940;

          (a) To sell, purchase and acquire put or call options if the options
are traded on and purchased through a national securities exchange registered
under the Securities Exchange Act of 1934, as amended, or, if the options are
not traded on a national securities exchange, are guaranteed by a member firm of
the New York Stock Exchange;

          (a) To deposit monies in federally insured savings accounts or
certificates of deposit in banks or savings and loan associations;

                                      146
<PAGE>

          (a) To pool all or any of the Trust Fund, from time to time, with
assets belonging to any other qualified employee pension benefit trust created
by the Employer or an affiliated company of the Employer, and to commingle such
assets and make joint or common investments and carry joint accounts on behalf
of this Plan and such other trust or trusts, allocating undivided shares or
interests in such investments or accounts or any pooled assets of the two or
more trusts in accordance with their respective interests;

          (a) To appoint a nonfiduciary agent or agents to assist the Trustee in
carrying out any investment instructions of Participants and of any Investment
Manager or Fiduciary, and to compensate such agent(s) from the assets of the
Plan, to the extent not paid by the Employer;

          (a) To do all such acts and exercise all such rights and privileges,
although not specifically mentioned herein, as the Trustee may deem necessary to
carry out the purposes of the Plan.

 .1   LOANS TO PARTICIPANTS

          (a) Effective April 1, 1999, the Trustee may, in

                                      147
<PAGE>

the Trustee's discretion, make loans to Participants and Beneficiaries under the
following circumstances: (1) loans shall be made available to all Participants
and Beneficiaries on a reasonably equivalent basis; (2) loans shall not be made
available to Highly Compensated Employees in an amount greater than the amount
made available to other Participants and Beneficiaries; (3) loans shall bear a
reasonable rate of interest; (4) loans shall be adequately secured; and (5)
shall provide for repayment over a reasonable period of time (6) loans shall
come first from a Participant's Rollover account, if any, and second from a
Participant's Elective Account. Loans may not be made from a Participant's
Employer Non-Elective Contributions.

               (a) Loans made pursuant to this Section (when added to the
          outstanding balance of all other loans made by the Plan to the
          Participant) shall be limited to the lesser of:

               (1) $50,000 reduced by the excess (if any) of the highest
               outstanding balance of loans from the Plan to the Participant
               during the one year period ending on the day before the date on
               which such loan is made, over the outstanding balance of loans
               from the Plan to the Participant on the date on which such loan
               was made, or

                                      148
<PAGE>

          (2) one-half (1/2) of the present value of the non-forfeitable
accrued benefit of the Participant under the Plan.

          For purposes of this limit, all plans of the Employer shall be
considered one plan. Additionally, with respect to any loan made prior to
January 1, 1987, the $50,000 limit specified in (1) above shall be unreduced.

          (a) Loans shall provide for level amortization with payments to be
made not less frequently than quarterly over a period not to exceed five (5)
years.  Additionally, loans made prior to January 1, 1987, may provide for
periodic payments which are made less frequently than quarterly and which do not
necessarily result in level amortization. Loan repayments will be suspended
under this Plan as permitted under Code Section 414(u)(4).

          (a) Any loans granted or renewed on or after the last day of the first
Plan Year beginning after December 31, 1988 shall be made pursuant to a
Participant loan program. Such loan program shall be established in writing and
must include, but need not be limited to, the following:

                                      149
<PAGE>

          (1) the identity of the person or positions authorized to administer
the Participant loan program;

          (2) a procedure for applying for loans;

          (3) the basis on which loans will be approved or denied;

          (4) limitations, if any, on the types and amounts of loans offered;

          (5) the procedure under the program for determining a reasonable rate
of interest;

          (6) the types of collateral which may secure a Participant loan; and

          (7) the events constituting default and the steps that will be taken
to preserve Plan assets.

          Such Participant loan program shall be contained in a separate written
document which, when properly executed, is hereby incorporated by reference and
made a part of the Plan. Furthermore, such Participant loan program may be
modified or amended in writing from time to time without the

                                      150
<PAGE>

necessity of amending this Section.

 .1   DUTIES OF THE TRUSTEE REGARDING PAYMENTS

          At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

 .1   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

          The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

 .1   ANNUAL REPORT OF THE TRUSTEE

                                      151
<PAGE>

          Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer contribution for each Plan Year, the Trustee
shall furnish to the Employer and Administrator a written statement of account
with respect to the Plan Year for which such contribution was made setting
forth:

          (a) the net income, or loss, of the Trust Fund;

          (a) the gains, or losses, realized by the Trust Fund upon sales or
other disposition of the assets;

          (a) the increase, or decrease, in the value of the Trust Fund;

          (a) all payments and distributions made from the Trust Fund; and

          (a) such further information as the Trustee and/or Administrator deems
appropriate. The Employer, forthwith upon its receipt of each such statement of
account, shall acknowledge receipt thereof in writing and advise the Trustee
and/or Administrator of its approval or disapproval thereof. Failure by the
Employer to disapprove any such statement of account within thirty (30) days
after its receipt thereof shall

                                      152
<PAGE>

be deemed an approval thereof. The approval by the Employer of any statement of
account shall be binding as to all matters embraced therein as between the
Employer and the Trustee to the same extent as if the account of the Trustee had
been settled by judgment or decree in an action for a judicial settlement of its
account in a court of competent jurisdiction in which the Trustee, the Employer
and all persons having or claiming an interest in the Plan were parties;
provided, however, that nothing herein contained shall deprive the Trustee of
its right to have its accounts judicially settled if the Trustee so desires.

 .1   AUDIT

          (a) If an audit of the Plan's records shall be required by the Act and
the regulations thereunder for any Plan Year, the Administrator shall direct the
Trustee to engage on behalf of all Participants an independent qualified public
accountant for that purpose. Such accountant shall, after an audit of the books
and records of the Plan in accordance with generally accepted auditing
standards, within a reasonable period after the close of the Plan Year, furnish
to the Administrator and the Trustee a report of his audit setting forth his
opinion as to whether any statements, schedules or lists that are required by
Act Section 103 or the Secretary of Labor to be filed

                                      153
<PAGE>

with the Plan's annual report, are presented fairly in conformity with generally
accepted accounting principles applied consistently. All auditing and accounting
fees shall be an expense of and may, at the election of the Administrator, be
paid from the Trust Fund.

          (a) If some or all of the information necessary to enable the
Administrator to comply with Act Section 103 is maintained by a bank, insurance
company, or similar institution, regulated and supervised and subject to
periodic examination by a state or federal agency, it shall transmit and certify
the accuracy of that information to the Administrator as provided in Act Section
103(b) within one hundred twenty (120) days after the end of the Plan Year or by
such other date as may be prescribed under regulations of the Secretary of
Labor.

 .1   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

          (a) The Trustee may resign at any time by delivering to the Employer,
at least thirty (30) days before its effective date, a written notice of his
resignation.

          (a) The Employer may remove the Trustee by mailing by registered or
certified mail, addressed to such Trustee at his last known address, at least
thirty (30) days

                                      154
<PAGE>

before its effective date, a written notice of his removal.

          (a) Upon the death, resignation, incapacity, or removal of any
Trustee, a successor may be appointed by the Employer; and such successor, upon
accepting such appointment in writing and delivering same to the Employer,
shall, without further act, become vested with all the estate, rights, powers,
discretions, and duties of his predecessor with like respect as if he were
originally named as a Trustee herein. Until such a successor is appointed, the
remaining Trustee or Trustees shall have full authority to act under the terms
of the Plan.

          (a) The Employer may designate one or more successors prior to the
death, resignation, incapacity, or removal of a Trustee. In the event a
successor is so designated by the Employer and accepts such designation, the
successor shall, without further act, become vested with all the estate, rights,
powers, discretions, and duties of his predecessor with the like effect as if he
were originally named as Trustee herein immediately upon the death, resignation,
incapacity, or removal of his predecessor.

          (a) Whenever any Trustee hereunder ceases to serve as such, he shall
furnish to the Employer and Administrator a written statement of account with
respect to the portion of the

                                      155
<PAGE>

Plan Year during which he served as Trustee. This statement shall be either (i)
included as part of the annual statement of account for the Plan Year required
under Section 7.7 or (ii) set forth in a special statement. Any such special
statement of account should be rendered to the Employer no later than the due
date of the annual statement of account for the Plan Year. The procedures set
forth in Section 7.7 for the approval by the Employer of annual statements of
account shall apply to any special statement of account rendered hereunder and
approval by the Employer of any such special statement in the manner provided in
Section 7.7 shall have the same effect upon the statement as the Employer's
approval of an annual statement of account. No successor to the Trustee shall
have any duty or responsibility to investigate the acts or transactions of any
predecessor who has rendered all statements of account required by Section 7.7
and this subparagraph.

 .1   TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust forming
part of a pension, profit sharing or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting

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<PAGE>

the requirements of Code Section 401(a), provided that the trust to which such
transfers are made permits the transfer to be made.

 .1   DIRECT ROLLOVER

          (a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Administrator, to
have any portion of an eligible rollover distribution that is equal to at least
$500 paid directly to an eligible retirement plan specified by the distributee
in a direct rollover.

          (a) For purposes of this Section the following definitions shall
apply:

          (1) An eligible rollover distribution is any distribution of all or
any portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any distribution that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten years or more; any
distribution to

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<PAGE>

the extent such distribution is required under Code Section 401(a)(9); the
portion of any other distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities); and any other distribution that is reasonably
expected to total less than $200 during a year.

          (2) An eligible retirement plan is an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), that accepts the distributee's
eligible rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.

          (3) A distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p), are distributees with regard to the interest of the spouse or former
spouse.

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<PAGE>

          (4) A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.

                                   ARTICLE I

                      AMENDMENT, TERMINATION AND MERGERS

 .1   AMENDMENT

          (a) The Employer shall have the right at any time to amend the Plan,
subject to the limitations of this Section. However, any amendment which affects
the rights, duties or responsibilities of the Trustee and Administrator, other
than an amendment to remove the Trustee or Administrator, may only be made with
the Trustee's and Administrator's written consent. Any such amendment shall
become effective as provided therein upon its execution. The Trustee shall not
be required to execute any such amendment unless the Trust provisions contained
herein are a part of the Plan and the amendment affects the duties of the
Trustee hereunder.

          (a) No amendment to the Plan shall be effective if it authorizes or
permits any part of the Trust Fund (other than such part as is required to pay
taxes and administration expenses) to be used for or diverted to any purpose
other than

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<PAGE>

for the exclusive benefit of the Participants or their Beneficiaries or estates;
or causes any reduction in the amount credited to the account of any
Participant; or causes or permits any portion of the Trust Fund to revert to or
become property of the Employer.

          (a) Except as permitted by Regulations, no Plan amendment or
transaction having the effect of a Plan amendment (such as a merger, plan
transfer or similar transaction) shall be effective to the extent it eliminates
or reduces any "Section 411(d)(6) protected benefit" or adds or modifies
conditions relating to "Section 411(d)(6) protected benefits" the result of
which is a further restriction on such benefit unless such protected benefits
are preserved with respect to benefits accrued as of the later of the adoption
date or effective date of the amendment. "Section 411(d)(6) protected benefits"
are benefits described in Code Section 411(d)(6)(A), early retirement benefits
and retirement-type subsidies, and optional forms of benefit.

 .1   TERMINATION

          (a) The Employer shall have the right at any time to terminate the
Plan by delivering to the Trustee and Administrator written notice of such
termination. Upon any full or partial termination, all amounts credited to the
affected

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<PAGE>

Participants' Combined Accounts shall become 100% Vested as provided in Section
6.4 and shall not thereafter be subject to forfeiture, and all unallocated
amounts shall be allocated to the accounts of all Participants in accordance
with the provisions hereof.

          (a) Upon the full termination of the Plan, the Employer shall direct
the distribution of the assets of the Trust Fund to Participants in a manner
which is consistent with and satisfies the provisions of Section 6.5.
Distributions to a Participant shall be made in cash or through the purchase of
irrevocable nontransferable deferred commitments from an insurer. Except as
permitted by Regulations, the termination of the Plan shall not result in the
reduction of "Section 411(d)(6) protected benefits" in accordance with Section
8.1(c).

 .1   MERGER OR CONSOLIDATION

          This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the

                                      161
<PAGE>

transfer, merger or consolidation, and such transfer, merger or consolidation
does not otherwise result in the elimination or reduction of any "Section
411(d)(6) protected benefits" in accordance with Section 8.1(c).

                                   ARTICLE I

                                   TOP HEAVY

 .1   TOP HEAVY PLAN REQUIREMENTS

          For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

 .1   DETERMINATION OF TOP HEAVY STATUS

               (a) This Plan shall be a Top Heavy Plan for any Plan Year in
which, as of the Determination Date, (1) the Present Value of Accrued Benefits
of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees
under this Plan and all plans of an Aggregation Group, exceeds sixty percent
(60%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all
Key and Non-Key Employees under this Plan and all plans of an
                                      162
<PAGE>

Aggregation Group.

          If any Participant is a Non-Key Employee for any Plan Year, but such
Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not be
taken into account for purposes of determining whether this Plan is a Top Heavy
or Super Top Heavy Plan (or whether any Aggregation Group which includes this
Plan is a Top Heavy Group). In addition, if a Participant or Former Participant
has not performed any services for any Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, any accrued
benefit for such Participant or Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy or
Super Top Heavy Plan.

          (a) This Plan shall be a Super Top Heavy Plan for any Plan Year in
which, as of the Determination Date, (1) the Present Value of Accrued Benefits
of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees
under this Plan and all plans of an Aggregation Group, exceeds ninety percent
(90%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all
Key and Non-Key Employees under this Plan and all plans of an Aggregation Group.

                                      163
<PAGE>

          (a) Aggregate Account: A Participant's Aggregate Account as of the
Determination Date is the sum of:

          (1) his Participant's Combined Account balance as of the most recent
valuation occurring within a twelve (12) month period ending on the
Determination Date;

          (2) an adjustment for any contributions due as of the Determination
Date. Such adjustment shall be the amount of any contributions actually made
after the Valuation Date but due on or before the Determination Date, except for
the first Plan Year when such adjustment shall also reflect the amount of any
contributions made after the Determination Date that are allocated as of a date
in that first Plan Year.

          (3) any Plan distributions made within the Plan Year that includes the
Determination Date or within the four (4) preceding Plan Years. However, in the
case of distributions made after the Valuation Date and prior to the
Determination Date, such distributions are not included as distributions for top
heavy purposes to the extent that such distributions are already included in the
Participant's Aggregate Account balance as of the Valuation Date.
Notwithstanding anything herein to the contrary, all distributions, including
distributions made prior to January 1, 1984, and distributions under a
terminated plan which if it

                                      164
<PAGE>

had not been terminated would have been required to be included in an
Aggregation Group, will be counted. Further, distributions from the Plan
(including the cash value of life insurance policies) of a Participant's account
balance because of death shall be treated as a distribution for the purposes of
this paragraph.

          (4) any Employee contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible qualified voluntary employee
contributions shall not be considered to be a part of the Participant's
Aggregate Account balance.

          (5) with respect to unrelated rollovers and plan-to-plan transfers
(ones which are both initiated by the Employee and made from a plan maintained
by one employer to a plan maintained by another employer), if this Plan provides
the rollovers or plan-to-plan transfers, it shall always consider such rollovers
or plan-to-plan transfers as a distribution for the purposes of this Section. If
this Plan is the plan accepting such rollovers or plan-to-plan transfers, it
shall not consider such rollovers or plan-to-plan transfers as part of the
Participant's Aggregate Account balance. However, rollovers or plan-to-plan
transfers accepted prior to January 1, 1984 shall be considered as part of the
Participant's Aggregate Account

                                      165
<PAGE>

balance.

          (6) with respect to related rollovers and plan-to-plan transfers (ones
either not initiated by the Employee or made to a plan maintained by the same
employer), if this Plan provides the rollover or plan-to-plan transfer, it shall
not be counted as a distribution for purposes of this Section. If this Plan is
the plan accepting such rollover or plan-to-plan transfer, it shall consider
such rollover or plan-to-plan transfer as part of the Participant's Aggregate
Account balance, irrespective of the date on which such rollover or plan-to-plan
transfer is accepted.

          (7) For the purposes of determining whether two employers are to be
treated as the same employer in (5) and (6) above, all employers aggregated
under Code Section 414(b), (c), (m) and (o) are treated as the same employer.

          (a) "Aggregation Group" means either a Required Aggregation Group or a
Permissive Aggregation Group as hereinafter determined.

          (1) Required Aggregation Group: In determining a Required Aggregation
          Group hereunder, each plan of the Employer in which a Key Employee is
          a

                                      166
<PAGE>

          participant in the Plan Year containing the Determination Date or
          any of the four preceding Plan Years, and each other plan of the
          Employer which enables any plan in which a Key Employee participates
          to meet the requirements of Code Sections 401(a)(4) or 410, will be
          required to be aggregated. Such group shall be known as a Required
          Aggregation Group.

          In the case of a Required Aggregation Group, each plan in the group
will be considered a Top Heavy Plan if the Required Aggregation Group is a Top
Heavy Group. No plan in the Required Aggregation Group will be considered a Top
Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

          (2) Permissive Aggregation Group: The Employer may also include any
other plan not required to be included in the Required Aggregation Group,
provided the resulting group, taken as a whole, would continue to satisfy the
provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a
Permissive Aggregation Group.

          In the case of a Permissive Aggregation Group, only a plan that is
part of the Required Aggregation Group will be considered a Top Heavy Plan if
the Permissive Aggregation

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<PAGE>

Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be
considered a Top Heavy Plan if the Permissive Aggregation Group is not a Top
Heavy Group.

          (3) Only those plans of the Employer in which the Determination Dates
fall within the same calendar year shall be aggregated in order to determine
whether such plans are Top Heavy Plans.

          (4) An Aggregation Group shall include any terminated plan of the
Employer if it was maintained within the last five (5) years ending on the
Determination Date.

          (a) "Determination Date" means (a) the last day of the preceding Plan
Year, or (b) in the case of the first Plan Year, the last day of such Plan Year.

          (a) Present Value of Accrued Benefit: In the case of a defined benefit
plan, the Present Value of Accrued Benefit for a Participant other than a Key
Employee, shall be as determined using the single accrual method used for all
plans of the Employer and Affiliated Employers, or if no such single method
exists, using a method which results in benefits accruing not more rapidly than
the slowest accrual rate permitted under Code Section 411(b)(1)(C). The
determination of the Present Value

                                      168
<PAGE>

of Accrued Benefit shall be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on the Determination Date
except as provided in Code Section 416 and the Regulations thereunder for the
first and second plan years of a defined benefit plan.

          (a) "Top Heavy Group" means an Aggregation Group in which, as of the
Determination Date, the sum of:

          (1) the Present Value of Accrued Benefits of Key Employees under all
defined benefit plans included in the group, and

          (2) the Aggregate Accounts of Key Employees under all defined
contribution plans included in the group, exceeds sixty percent (60%) of a
similar sum determined for all Participants.

                                   ARTICLE I

                                 MISCELLANEOUS

 .1   PARTICIPANT'S RIGHTS

                                      169
<PAGE>

          This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

 .1   ALIENATION

          (a) Subject to the exceptions provided below, no benefit which shall
be payable out of the Trust Fund to any person (including a Participant or his
Beneficiary) shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the
same shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Trustee, except to such
extent as may be required by law.

                                      170
<PAGE>

          (a) This provision shall not apply to the extent a Participant or
Beneficiary is indebted to the Plan, as a result of a loan from the Plan. At the
time a distribution is to be made to or for a Participant's or Beneficiary's
benefit, such proportion of the amount distributed as shall equal such loan
indebtedness shall be paid by the Trustee to the Trustee or the Administrator,
at the direction of the Administrator, to apply against or discharge such loan
indebtedness. Prior to making a payment, however, the Participant or Beneficiary
must be given written notice by the Administrator that such loan indebtedness is
to be so paid in whole or part from his Participant's Combined Account. If the
Participant or Beneficiary does not agree that the loan indebtedness is a valid
claim against his Vested Participant's Combined Account, he shall be entitled to
a review of the validity of the claim in accordance with procedures provided in
Sections 2.7 and 2.8.

          (a) This provision shall not apply to a "qualified domestic relations
order" defined in Code Section 414(p), and those other domestic relations orders
permitted to be so treated by the Administrator under the provisions of the
Retirement Equity Act of 1984. The Administrator shall establish a written
procedure to determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders. Further, to

                                      171
<PAGE>

the extent provided under a "qualified domestic relations order," a former
spouse of a Participant shall be treated as the spouse or surviving spouse for
all purposes under the Plan.

 .1   CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State of New York, other than its laws respecting choice
of law, to the extent not preempted by the Act.

 .1   GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

 .1   LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party,

                                      172
<PAGE>

and such claim, suit, or proceeding is resolved in favor of the Trustee, the
Employer or the Administrator, they shall be entitled to be reimbursed from the
Trust Fund for any and all costs, attorney's fees, and other expenses pertaining
thereto incurred by them for which they shall have become liable.

 .1   PROHIBITION AGAINST DIVERSION OF FUNDS

          (a) Except as provided below and otherwise specifically permitted by
law, it shall be impossible by operation of the Plan or of the Trust, by
termination of either, by power of revocation or amendment, by the happening of
any contingency, by collateral arrangement or by any other means, for any part
of the corpus or income of any trust fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants, Retired Participants, or their
Beneficiaries.

          (a) In the event the Employer shall make an excessive contribution
under a mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may
demand repayment of such excessive contribution at any time within one (1) year
following the time of payment and the Trustees shall return such amount to the
Employer within the one (1) year period. Earnings of the Plan attributable to
the excess contributions may not be returned to

                                      173
<PAGE>

the Employer but any losses attributable thereto must reduce the amount so
returned.

 .1   BONDING

          Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

                                      174
<PAGE>

 .1   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

 .1   INSURER'S PROTECTIVE CLAUSE

          Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

 .1   RECEIPT AND RELEASE FOR PAYMENTS

                                      175
<PAGE>

          Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

 .1   ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

 .1   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them

                                      176
<PAGE>

under the Plan or as accepted by or assigned to them pursuant to any procedure
provided under the Plan, including but not limited to any agreement allocating
or delegating their responsibilities, the terms of which are incorporated herein
by reference. In general, unless otherwise indicated herein or pursuant to such
agreements, the Employer shall have the duties specified in Article II hereof,
as the same may be allocated or delegated thereunder, including but not limited
to the responsibility for making the contributions provided for under Section
4.1; and shall have the authority to appoint and remove the Trustee and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate, in whole or in part, the Plan. The Administrator shall have the
responsibility for the administration of the Plan, including but not limited to
the items specified in Article II of the Plan, as the same may be allocated or
delegated thereunder. The Administrator shall act as the named Fiduciary
responsible for communicating with the Participant according to the Participant
Direction Procedures. The Trustee shall have the responsibility of management
and control of the assets held under the Trust, except to the extent directed
pursuant to Article II or with respect to those assets, the management of which
has been assigned to an Investment Manager, who shall be solely responsible for
the management of the assets assigned to it, all as specifically provided in the
Plan and any agreement with the Trustee. Each named Fiduciary

                                      177
<PAGE>

warrants that any directions given, information furnished, or action taken by it
shall be in accordance with the provisions of the Plan, authorizing or providing
for such direction, information or action. Furthermore, each named Fiduciary may
rely upon any such direction, information or action of another named Fiduciary
as being proper under the Plan, and is not required under the Plan to inquire
into the propriety of any such direction, information or action. It is intended
under the Plan that each named Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under the
Plan as specified or allocated herein. No named Fiduciary shall guarantee the
Trust Fund in any manner against investment loss or depreciation in asset value.
Any person or group may serve in more than one Fiduciary capacity. In the
furtherance of their responsibilities hereunder, the "named Fiduciaries" shall
be empowered to interpret the Plan and Trust and to resolve ambiguities,
inconsistencies and omissions, which findings shall be binding, final and
conclusive.

 .1   HEADINGS

          The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

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<PAGE>

 .1   APPROVAL BY INTERNAL REVENUE SERVICE

          (a) Notwithstanding anything herein to the contrary, contributions to
this Plan are conditioned upon the initial qualification of the Plan under Code
Section 401. If the Plan receives an adverse determination with respect to its
initial qualification, then the Plan may return such contributions to the
Employer within one year after such determination, provided the application for
the determination is made by the time prescribed by law for filing the
Employer's return for the taxable year in which the Plan was adopted, or such
later date as the Secretary of the Treasury may prescribe.

          (a) Notwithstanding any provisions to the contrary, except Sections
3.5, 3.6, and 4.1(c), any contribution by the Employer to the Trust Fund is
conditioned upon the deductibility of the contribution by the Employer under the
Code and, to the extent any such deduction is disallowed, the Employer may,
within one (1) year following the disallowance of the deduction, demand
repayment of such disallowed contribution and the Trustee shall return such
contribution within one (1) year following the disallowance. Earnings of the
Plan attributable to the excess contribution may not be returned to the
Employer, but any losses attributable thereto must reduce the amount so
returned.

                                      179
<PAGE>

 .1   UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                   ARTICLE I

                            PARTICIPATING EMPLOYERS

 .1   ADOPTION BY OTHER EMPLOYERS

          Notwithstanding anything herein to the contrary, with the consent of
the Employer and Trustee, any other corporation or entity, whether an affiliate
or subsidiary or not, may adopt this Plan and all of the provisions hereof, and
participate herein and be known as a Participating Employer, by a properly
executed document evidencing said intent and will of such Participating
Employer.

 .1   REQUIREMENTS OF PARTICIPATING EMPLOYERS

                (a) Each such Participating Employer shall be required to use
the same Trustee as provided in this Plan.

                                      180
<PAGE>

          (a) The Trustee may, but shall not be required to, commingle, hold and
invest as one Trust Fund all contributions made by Participating Employers, as
well as all increments thereof. However, the assets of the Plan shall, on an
ongoing basis, be available to pay benefits to all Participants and
Beneficiaries under the Plan without regard to the Employer or Participating
Employer who contributed such assets.

          (a) The transfer of any Participant from or to an Employer
participating in this Plan, whether he be an Employee of the Employer or a
Participating Employer, shall not affect such Participant's rights under the
Plan, and all amounts credited to such Participant's Combined Account as well as
his accumulated service time with the transferor or predecessor, and his length
of participation in the Plan, shall continue to his credit.

          (a) All rights and values forfeited by termination of employment shall
inure only to the benefit of the Participants of the Employer or Participating
Employer by which the forfeiting Participant was employed.

          (a) Any expenses of the Trust which are to be paid by the Employer or
borne by the Trust Fund shall be paid by

                                      181
<PAGE>

each Participating Employer in the same proportion that the total amount
standing to the credit of all Participants employed by such Employer bears to
the total standing to the credit of all Participants.

 .1   DESIGNATION OF AGENT

          Each Participating Employer shall be deemed to be a party to this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

 .1   EMPLOYEE TRANSFERS

          It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such

                                      182
<PAGE>

Employee in the same manner as was the Participating Employer from whom the
Employee was transferred.

 .1   PARTICIPATING EMPLOYER CONTRIBUTION

          All contributions made by a Participating Employer, as provided for in
this Plan, shall be determined separately by each Participating Employer, and
shall be allocated only among the Participants eligible to share of the Employer
or Participating Employer making the contribution. On the basis of the
information furnished by the Administrator, the Trustee shall keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Employer shall immediately notify the Trustee
thereof.

 .1   AMENDMENT

          Amendment of this Plan by the Employer at any time when there shall be
a Participating Employer hereunder shall only be by the written action of each
and every Participating Employer

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<PAGE>

and with the consent of the Trustee where such consent is necessary in
accordance with the terms of this Plan.

 .1   DISCONTINUANCE OF PARTICIPATION

          Any Participating Employer shall be permitted to discontinue or revoke
its participation in the Plan. At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable to
the Participants of such Participating Employer to such new Trustee as shall
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" in accordance with Section 8.1(c). If no
successor is designated, the Trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of Article VII hereof.
In no such event shall any part of the corpus or income of the Trust as it
relates to such Participating Employer be used for or diverted to purposes other
than for the exclusive benefit of the Employees of such Participating Employer.

                                      184
<PAGE>

 .1   ADMINISTRATOR'S AUTHORITY

          The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

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          IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

                                       Carrols Corporation



                                       By

                                       EMPLOYER


                                            /s/ Paul R. Flanders
                                        ------------------------------
                                       TRUSTEE

                                      186